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Rightmove PLC (RMV)

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Friday 25 February, 2011

Rightmove PLC

Final Results 31 December 2010


Rightmove plc

33 Soho Square

London

W1D 3QU

                                                                EMBARGOED UNTIL

                                                           7AM 25 FEBRUARY 2011

                                 RIGHTMOVE plc                                 

                            2010 FULL YEAR RESULTS                             


Rightmove plc, the UK's number one property website, today announces its Full
Year results for the year ended 31 December 2010.


Highlights:

  * Revenue(1) increased by 26% to £81.6m (2009: £64.5m)
   
  * Underlying operating profit(1)(2) increased by 39% to £56.6m (2009: £40.6m)
   
  * Underlying operating margin(1)(2) up from 62.9% to 69.4%
   
  * Underlying basic earnings per share(1) up 34% to 39.8p from 29.6p
   
  * Net cash at 31 December 2010 of £23.1m (2009: £3.4m)
   
  * 4.2m shares bought back during 2010 (2009: 1.1m) at an average price of 
    £7.05 (2009: £4.84)
   
  * Number of advertisers grew by 2% to 18,042 (2009: 17,664)
   
  * Average revenue per advertiser (ARPA) at £379 per month (2009: £308 per month)
   
  * Proposed final dividend of 9.0p (2009: 7.0p) making a total dividend of
    14.0p for the year (2009: 10.0p)
   
  * Net consideration for Rightmove's 66.7% stake in the Holiday Lettings
    business, sold in June 2010, of £20.9m including £5.1m contingent
    consideration, representing a seven-fold return on investment since 2007
   
(1) From continuing operations. Comparative figures have been restated where
    necessary to reflect the treatment of Holiday Lettings as a discontinued
    operation.
   
(2) Before share-based payments and NI on share-based incentives.


Ed Williams, Managing Director, said:


"The results we are reporting today demonstrate the confidence that property
advertisers have in using Rightmove to achieve their advertising goals online
over traditional media, helping them cost-effectively reach their target
audience in this challenging housing market. Rightmove today is considered not
simply a listings portal, but an amphitheatre for the entire property industry
where we assist our member advertisers in communicating their brand, properties
and expertise to the British home-moving public."


For more information please contact:

Rightmove                                                                      
                                                                               
Ed Williams or Nick McKittrick                                                 
                                                                               
Rightmove plc Press Office 0207 087 0605 / 07894 255295                        



A PDF copy of the 2010 Full Year results can be downloaded from
www.rightmove.co.uk/investors.rsp

CHAIRMAN'S STATEMENT


It is my pleasure to present Rightmove plc's results for the year ended
31 December 2010.

2010 marks the tenth anniversary of Rightmove, which has become the place where
UK home hunters find their next home. There is much we take for granted today
which was merely an aspiration ten years ago. Today most people in the UK use
the internet to find their next home and the vast majority of those use
Rightmove. Millions of people use Rightmove every month to look for their next
home or market their existing home. We serve 18,000 customers, in terms of
advertisers representing the considerable majority of estate agents, lettings
agents and volume house builders. It is our view that a growing number of home
sellers, who are generally buyers as well, are using Rightmove to help them
choose which agent to best market their home.


Rightmove's history

March 2011 marks Rightmove's fifth year as a public company. Each year that
followed our initial public offering seems to have included a major change in
the housing market. Often these events have diverted focus from the online
advertising market in which we operate and our strong underlying performance,
which has seen a continual and substantial improvement except for 2009 when our
underlying operating profit(2) was essentially flat.


In 2006 we withdrew from the prospective market for Home Information Packs when
the government withdrew its commitment to implement the full terms of its
legislation. 2007 saw the peak of the UK property market, but also with the
collapse and nationalisation of Northern Rock, the downturn of the UK economy.
2008 was a disastrous year for the residential property market with more than a
fifth of estate agency offices forced to close. 2009 surprised us all, not as a
good year for the property market, but in terms of how estate agents and house
builders managed to cut their costs, survive and in some instances thrive.


Despite a tough housing market, the progression from 2009 to 2010 has
represented the least disruptive period and the greatest continuity in moving
from one year to another. The comparison of Rightmove's 2010 performance with
2009 reveals clearly the strength of our business. This reflects the increased
importance of the internet for finding one's next home and, for our customers,
their choice of how to advertise.


A record year by every measure

2010 was the busiest year in our history. Website traffic grew year on year
with page impressions up 17% to 7.6bn, generating record visibility and
enquiries for our advertisers.


In terms of financial results, 2010 set new records for organic growth, revenue
and profits. We have continued with our commitment to return surplus cash to
shareholders and have recorded the strongest share price in our history by a
wide margin.


The result of a sustained commitment

I want to express my thanks to our customers as well as our employees who
continue to put their efforts into making Rightmove the best place for home
hunters to find their next home and for property advertisers to reach the
widest possible audience.


Financial results

Profits and earnings per share for 2010 were up strongly on 2009. Underlying
operating profit(1)(2) was up 39% to £56.6m (2009: £40.6m) driven by strong
organic revenue growth coupled with only a small increase in operating costs
year on year.


Underlying basic earnings per share (EPS)(1)(2) was up 34% to 39.8p (2009: 29.6p),
although using a normalised tax rate of 28% underlying basic EPS was
up 44%. The increase in underlying EPS was strengthened by the repurchase of
4.2m shares at an average price of £7.05 per share during 2010. Due to the
share buy backs being weighted towards the second half of the year, the full
benefit to the EPS will only be realised in 2011.


As at 31 December 2010 the net cash position was £23.1m (2009: £3.4m) with cash
boosted by the initial net proceeds of £13.3m on the disposal of the Holiday
Lettings business.


Sale of Holiday Lettings

We sold our 66.7% shareholding in Holiday Lettings (Holdings) Limited in June
2010 for a net consideration of £20.9m of which £14.8m has been received in
cash, £1m is held in Escrow and the balance is contingent consideration.
Holiday Lettings has been a very successful business under our three year
period of stewardship. We are delighted with our financial returns on our
original £3.1m investment in 2007 and thank founders Ross Elder and Andy Firth
for their excellent contributions.


Dividend

The Board announced that it would increase the interim dividend to 5.0p per
ordinary share which was paid on 12 November 2010 and to rebalance dividends
between the interim and final payments. Consistent with our policy of
increasing the total dividend for the year in line with underlying operating
profits, the Board proposes to pay a final dividend of 9.0p per ordinary share
for a total dividend for the year of 14.0p (2009: 10.0p). The final dividend,
subject to shareholder approval, will be paid on 10 June 2011 to members on the
register on 13 May 2011.


The Board of directors

I was delighted to announce the appointment of Peter Brooks-Johnson to the
Board as an executive director on 10 January 2011. Peter leads our main
operating business, which offers the UK's largest number of property
advertisers access to the UK's largest home moving audience. His appointment
demonstrates the depth of talent within the business.


My thanks go to the Board more generally for its contribution and support over
the last year. In particular I would like to thank Stephen Shipperley, our
longest serving Board member, for the soundness of his advice and the
continuity of his involvement from the earliest days at Rightmove. We wish him
well as he steps down from the Board and acknowledge his personal contribution
to growing both his own Connells business and the Rightmove business over the
last decade. For most people either story alone would be a more than fitting
testament to a successful business career.


Annual General Meeting and resolutions

The Board is proposing amendments to the remuneration of the executive
directors. These changes are seen by the Board as an important next step in our
transition from a new public company to a more substantial business that is now
able to benefit from additional senior management talent necessary to achieve
our growth objectives. Our proposal is to phase these changes in over three
years, so that the transition will be achieved in full by 2013.


Otherwise, the resolutions being proposed at the Annual General Meeting are
similar in nature to resolutions from prior years.


A summary of the business to be conducted is described in the Directors'
Report. The Notice of Annual General Meeting will be published in March 2011. I
and the rest of the Board look forward to answering any questions and updating
shareholders further on the development of the business at our Annual General
Meeting which will take place at 10am on 4 May 2011 at the offices of UBS Limited 
at 1 Finsbury Avenue, London, EC2M 2PP.

On behalf of shareholders, I would like to thank Ed Williams and his team for
the achievements of the past year. With advertiser numbers holding steady and
healthy growth in average spend per advertiser at the start of the year, and in
the absence of a significant deterioration in the UK housing market, the Board
remains confident of growing the business further in 2011.



Scott Forbes

Chairman



(1) From continuing operations. Comparative figures have been restated where
    necessary to reflect the treatment of Holiday Lettings as a discontinued
    operation.
   
(2) Before share-based payments and NI on share-based incentives.
   


Business and financial review

Rightmove's revenues and profits for 2010 were significantly higher than in any
previous year in Rightmove's history. Our value to property advertisers flows
from the fact that Rightmove is where the majority of people in Britain look
for their next home. In 2010 activity on our website increased significantly
reaching record levels. Our share of the total online property search market
grew to an all-time high and our lead over our nearest competitor widened to
its greatest ever.


Our advertising base of estate agents, lettings agents and new home developers
grew by 2% despite 2010 being another challenging year in the UK property
market. We believe that in terms of transaction volumes 2010 will be little
different from 2008 and 2009 at around half the historic levels.


Hence, to have increased revenue(1) by 26% and underlying operating profit(1)
(2) by 39% year on year, reflects a further increase in the importance of
Rightmove to advertisers. This can be seen by the fact that the very
considerable majority of the increase in our revenue came from existing
customers choosing to spend more with us. Sales of our new display advertising
products launched at the start of 2010 contributed more than a quarter of the
increase in revenue.


Our 2010 results

2010 was a record year for Rightmove with profits after tax(1) of £38.5m (2009:
£29.1m). Underlying operating profit(1)(2) was up 39% to £56.6m (2009: £40.6m).
Organic revenue growth drove the growth in profits with overall revenue(1) of 
£81.6m (2009: £64.5m), up 26%. Underlying costs(1)(2) only rose 5%, further
demonstrating the scalability of the Rightmove business.


The above numbers exclude the contribution from Holiday Lettings (HLL). We sold
our 66.7% share of the business to TripAdvisor Limited (a subsidiary of Expedia
Inc) in June 2010 for a net consideration of £20.9m, representing a seven-fold
increase on our original investment in 2007. The proceeds of this sale have
already been returned to shareholders through our share buy back programme.


What we do and the keys to success

Rightmove's success comes from the value we add to our advertisers, which is
itself created primarily by giving them the ability to reach the largest
audience of UK home movers in one place.


Our demonstrated ability to out-perform print-based property advertising, as
well as clear leadership among internet property sites, is based on:

  * the scale of and continued growth in our home hunting audience;
   
  * the strength of the Rightmove brand;
   
  * the growing recognition amongst estate agents that they should promote the
    value of their brands to win vendor instructions to sell their homes;
   
  * the particular need for buyer enquiries in a tough market;
   
  * the wider services we provide as an integral part of membership;
   
  * our consultative sales and service relationship with our customers; and
   
  * measurability of our performance.
   
The key performance indicators that we monitor include:

MARKET SHARE                             NUMBER OF ADVERTISERS                
                                                                              
82% of the market share of the top 4 UK  Total membership at end of 2010 was  
property websites by pages viewed, same  18,042 (2009: 17,664), up 2% year on 
as 2009                                  year                                 
Source: Experian Hitwise and Rightmove:                                       
January 2011 and January 2010                                                 
                                                                              
PAGE IMPRESSIONS                         CORPORATE ESTATE AGENTS              
                                                                              
7.6 billion page impressions up from 6.5 100% of all of the top 25 corporate  
billion in 2009                          estate agents list their properties  
                                         with us                              
Source: Rightmove                                                             
                                                                              
                                                                              
PROPERTIES DISPLAYED                     NEW HOME DEVELOPERS                  
                                                                              
1.1 million properties displayed on      92% - 23 out of 25 of the top new    
Rightmove.co.uk at 31 December 2010, up  home developers advertised on        
10% year on year                         Rightmove.co.uk in 2010              
                                                                              
                                                                              
ENQUIRIES                                MOBILE                               
                                                                              
18.6 million enquiries up from 18.4      222 million mobile page impressions  
million enquiries in 2009                up 900% on 2009                      


Sustained investment in serving home hunters
Home movers use Rightmove above all because it constitutes the easiest and most
familiar way in which to view reliable information about most properties
currently available on the market.

The quality of the experience we provide to home hunters results not just from
the scale of our investment in the Rightmove.co.uk website but also the
experience we have built up over more than a decade of designing and providing
quality information about properties, accessible through the best search in the
property sector.

During 2010 we have continued with that investment with key innovations
including:

  * a new property details page: this includes larger and more photographs and
    better floor plans, integrated maps, as well as improved integration with
    social networking sites;
   
  * 'draw a search': the ability to plot out an area on a map or aerial
    photograph of the specific area in which the home hunter is interested and
    to search in their chosen area and thereafter to receive updates of
    properties coming to market in that area;
   
  * a generic mobile platform: following the success of our iPhone Application
    (launched in 2009) Rightmove has introduced a generic mobile platform to
    allow a wide range of other mobile devices to access a 'mobile friendly'
    version of the Rightmove site. In addition we launched an iPad Application
    coinciding with the European launch of the iPad; and
   
  * the launch of our property-related social networking site Rightmoveplaces
    which provides the public with a place to talk about their local
    neighbourhoods and what it is like to live there.
   
Continuing to innovate and invest in the Rightmove website is important to
maintaining and strengthening our position as the method of choice for home
hunters to look at properties.

Page impressions were up 17% to 7.6bn (2009: 6.5bn). According to Experian
Hitwise Rightmove served more pages of property information than all the other
1,400 property websites combined and around ten times that of our nearest
competitor.


In recent months we have seen a big increase in the amount of home hunting
activity carried out on mobile devices. This is in addition to the increase in
activity reported above in relation to our website. We believe that the number
of property searches being done on Rightmove's mobile platforms are as great as
the entire number of searches on our nearest competitors' websites. As we start
2011, the iPhone Application has been downloaded to over 1m phones and the iPad
Application downloaded 100,000 times. The emergence of tablet computers, of
which the iPad is the highest profile, provide a particularly attractive
interface through which to present property details and we see their future
success as of benefit to Rightmove.

Sustained investment in brand

Rightmove benefits from more than ten years of investment in brand recognition.
The results of this sustained investment were highlighted by an independent
survey which was published in the Sunday Times in January 2011. The survey of
1,600 people across Britain who, either had their homes on the market or had
recently sold, showed that 92% used Rightmove and 69% used Rightmove
repeatedly. We launched our new TV advert, 'safari', around the turn of the
year 2009/10 and have run further campaigns in the spring, early autumn and
from Christmas 2010 well into 2011. The campaigns appear to have helped further
boost awareness amongst home movers as well as delivering on our commitment to
our advertisers to ensure that their properties get the best exposure.


Rightmove's historical investment in brand is a key defence against new
entrants or disintermediation by large internet companies. We continue to
receive around four out of five visits to our website from people either typing
in the 'Rightmove' name, using our mobile platforms or responding to our email
alerts or unpaid links from other sites. Most of the remainder comes from
organic search, for which we do not pay. In those rare instances where we do
pay for site traffic, it is small scale, short-term and focused on acquiring a
very specific audience(e.g. students in specific cities).

Rightmove is an active user of social media sites such as Facebook and Twitter,
as one would expect from a major internet brand. Both the redesign of our
property details page and the creation of Rightmoveplaces should help us
benefit from the social media trend. To date there is no evidence that home
hunting activity itself is migrating to social media environments so we see
these new media as principally representing opportunities rather than threats.

Support to our advertisers
Our programme of free breakfast seminars for agents took us to 27 venues across
the UK in 2010. Since we started in 2009, we have now had around 5,000 agents
taking up the invitation to attend these events. The seminars are designed to
help our members be more successful and demonstrate how they can get the most
from their Rightmove membership.

Rightmove's investment in field and telephone account managers allows us to
spend time with every customer to help them understand the wider range of
benefits to be derived from their Rightmove membership. These include
management information and reporting tools, competitor comparisons and reports
and marketing material which they can use directly with home sellers and
landlords.

In November 2010 we launched a dedicated section of our website specifically to
focus on student lettings. Many of Rightmove's lettings agent customers offer
properties that would be suitable for students and a few exclusively focus on
the student market. By creating a separate part of the site we are making it
easier for students to find what they are looking for and for agents to target
a student audience. As we roll out the service beyond the initial cities we
have focused on, we should also be able to attract some advertisers who would
not have previously considered Rightmove as a place to advertise to students.

Innovation in advertising products
Over a quarter of the increase in our revenues in 2010 came from products we
did not have in 2009. Our two key new products provide display advertising
services by which our advertisers can communicate messages about themselves and
any offers they may have. As the products are `search-term' based, they allow
advertisers to target geographically local audiences (in a similar but more
granular and flexible way than traditional newspapers). In some cases we have
actually attracted advertising spend that the advertiser had considered
spending in other media such as radio - something that was unthinkable in a
world where Rightmove only offered a property listing service.

During 2010 we also made substantial improvements to some existing products.
For instance, we replaced the Showcase product with Featured Property. The
replacement product gives advertisers a large image of the property, increased
prominence of their own logo and automates the process of changing which
property is displayed during the month. These changes have made the product
significantly more effective in generating interest in the properties featured.

Taking the year as a whole, 21% of revenue came from spending by our customers
above and beyond that spent on listing properties, as compared to 14% in 2009.
In absolute terms spending on these products was up 90% on the previous year.
We would expect to see the proportion of total spend accounted for by these and
similar future products to rise in the coming years.

Many of our customers have taken advantage of a scheme we offer, where for a
commitment to spend an additional amount every month all year (typically £200
per month in 2010) they can select whatever combination of our additional
advertising products they wish in return for a discount against the individual
list price of the products. Adoption of this scheme has resulted in both a
significant increase in the average spend on Rightmove per advertiser and a
continued high predictability of our income streams.

Our focus
Our focus has been and remains on the UK online property advertising market. We
see this focus as a strength of the business and an important contributor to
our success.

While we believe that Rightmove would be a major beneficiary of any increase in
the number of agents in the market or number of developments being marketed by
new homes developers, that is more a function of improvements in the wider
property market. Where we apply our greatest focus is on increasing the
absolute amount and the proportion of overall marketing budgets which our
customers choose to spend with us. In 2010 the average spend per branch or
development increased by 23%, accounting for the considerable majority of the
overall revenue growth.

Uncertainties, threats and risks
The Rightmove business model has proven to be remarkably resilient in the
unprecedented downturn in the property market experienced in 2008 and has
delivered significant growth even in a tough market subsequent to that.
Nonetheless the business is inevitably exposed to the general state of the
housing market and particularly to transaction volumes. We do not believe,
given the wider state of the economy and the specific challenges of the
mortgage market, that 2011 will see any substantial increase in transaction
volumes as compared to 2009 and 2010. While further big reductions in the
number of agents and developers cannot be ruled out, the current very low
levels of transactions and success of our customers in trading this far through
the downturn give us some grounds for thinking that membership numbers are
unlikely to fall significantly.

Some of the future organic revenue growth we hope to achieve is likely to come
from the creation of new advertising products and therefore depends on our
ability to develop attractive and effective new products. However, there
remains substantial opportunity to increase revenue from increased adoption of
the existing products.

From our inception, Rightmove has experienced a regular flow of new entrants
into the property advertising market whether explicitly seeking to compete with
us or not. They have exhibited a range of business models including `free to
advertise'. 2010 was little different from previous years and we have no basis
to believe 2011 will be any different.

We believe that risks relating to operational failures, to financial and legal
exposures, to fraud or embezzlement or from onerous commercial obligations or
liabilities are limited. The business has few tangible assets and the major
intellectual assets are tied up in the design and performance of our website
and in our brand identity, recognition and reputation.






Financial position

Revenue
Revenue(1) increased in 2010 by £17.0m (up 26%). Almost all the growth came
from our Agency business with a year on year increase of £16.7m (up 35%).
Agency has always been by far our largest business but in 2010 showed a growth
in terms of the proportion of our total revenue, being 78% (2009: 73%).

Revenue from New Homes developers increased by £0.5m to £15.1m (up 4%) with
development numbers stable in the second half of the year suggesting an end to
the decline that started in the second half of 2008.

Other revenue fell by £0.2m with the entire decline being accounted for by the
ending of a three year government contract at the start of 2010.

Margin growth

The underlying operating margin(1)(2) for the year increased from 62.9% to
69.4%. Underlying operating costs(1)(2) only increased by £1.1m from £23.9m to
£25.0m, which coupled with the significant organic revenue growth, delivered
the year on year step change in margin.

                             Year ended          Year ended          Year ended
                       31 December 2010    31 December 2009    31 December 2008
                                                                               
Underlying                                                                     
operating margin %                69.4%               62.9%               57.8%
(1)(2)                                                                         


Bad debt
During the year the net bad debt charge was £0.6m (2009: £0.2m). The increase
in the charge is due to a one-off write off of £0.2m in relation to a media
agency that went into liquidation and a modest increase in the bad debt
provision.

Taxation
The consolidated tax rate from continuing operations for the year ended
31 December 2010 was 26% (2009: 21%). The difference between this and the
standard rate of tax at 28% is mainly attributable to the increase in the
deferred tax asset on share-based incentives due to the increase in the Company
share price over the year, together with tax relief on share options exercised
during the year.

Share-based payments and national insurance
In accordance with IFRS 2, a non-cash charge of £1.8m (2009: £1.9m) is included
in the profit or loss representing the amortisation of the fair value of
share-based incentives granted, including Sharesave options, since 2006.

Employer's NationaI Insurance (NI) is being accrued, where applicable, at a
rate of 13.8% on the potential employee gain on share-based incentives granted.
Based on a closing share price at 31 December 2010 of £7.79 this resulted in a 
charge for the year of £2.7m (2009: £1.3m).

Net financial expenses
A net financial credit of £0.2m (2009: £0.9m charge) was recorded. This
reduction reflects a combination of lower interest charges due to the early
repayment of the loan with the Bank of Scotland in February 2010, the release
of an accrual made in 2009 in relation to debt issue costs and interest earned
on positive cash balances held during the year.

Earnings per share
Basic earnings per share (EPS)(1) increased 34% to 35.7p (2009: 26.7p) and is
based on profit after taxation and a weighted average of 108.0m ordinary shares
in issue (2009: 109.1m). Underlying EPS(1)(2) increased 34% to 39.8p 
(2009: 29.6p).

Profit on disposal of HLL
A profit of £19.5m has been recorded in relation to the trading over the year
and disposal of the Group's 66.7% stake in HLL. This comprises HLL's profit
after tax for the six months to June 2010 of £0.8m plus a profit of £18.7m in
relation to the sale.

Statement of financial position
Due to the strong financial performance and cash generation during the year,
the Group has further strengthened its balance sheet with total equity of 
£27.9m at 31 December 2010 (2009: £3.2m).

The increase in current trade and other receivables of 27% from £9.4m to £11.9m
is in line with revenue growth experienced in the year. Trade and other
payables increased from £13.9m to £16.0m principally due to an increase in the
potential liability for employer's NI on share-based incentive gains.

Cash flow and net debt
Cash generated from operations was £58.8m (2009: £46.2m) and cash flow
conversion was in excess of 100%.

Lower interest paid of £0.1m (2009: £0.7m) was offset by increased taxes paid
of £12.2m (2009: £10.8m) resulting in net cash from operating activities of 
£46.5m (2009: £34.7m).

Capital expenditure was £1.2m (2009: £0.3m) reflecting increased investment in
database licences and a disk storage solution.

Initial net proceeds of £13.3m were received in relation to the disposal of
HLL, which were returned to shareholders via share buy backs.

A total of £29.4m was invested during 2010 in the repurchase of our own shares
(2009: £5.5m) whilst a further £13.0m was paid by way of dividends 
(2009: £10.9m) to the Company's shareholders. Proceeds of £3.9m (2009: £5.4m) 
were received on the exercise of share options.

During 2009, the Group converted its £25.0m revolving loan facility with the
Bank of Scotland into a five year term loan. In February 2010, a decision was
made to repay the debt. A total of £22.5m loan repayments were made in the year
(2009: £17.2m).

Post repayment of the term loan, the Group entered into an agreement with
Barclays Bank Plc for a £10.0m uncommitted money market loan. To date no amount
has been drawn under the facility and it has been extended for a further year
until February 2012.

Net cash at 31 December 2010 was £23.1m (2009: £3.4m). The Board is confident
that with the existing cash resources and banking facilities in place, the
Group and the Company will remain cash positive and will have adequate
resources to continue in operational existence for the foreseeable future.

The Board's priorities for the usage of cash are: investment in the business;
payment of dividends; and the return of excess cash to shareholders via share
buy backs. The Board believes that future working capital and capital
expenditure requirements of the business will continue to be low and that the
business will be in a position to return surplus capital to shareholders during
2011 through a combination of dividends and share buy backs.


Current trading and outlook
We started 2011 with record levels of activity on the Rightmove.co.uk website.
Almost every day since the first working Monday of the year has seen stronger
site traffic than on any other day prior to 2011. January 2011 has seen us send
a record number of enquiries to our advertisers. The growth in mobile traffic
continues to be strong and increases at an even faster rate than for the main
website.

Average spend per advertiser started the year very healthily and is expected to
rise further over the coming months. Overall advertiser numbers are stable, at
similar levels to late 2010.

We believe that trends favouring online advertising will continue to buoy
Rightmove's own growth prospects despite difficult housing market conditions.
Subject to there being no further decline in the UK housing market, the Board
remains confident of making significant progress in growing the business
organically in 2011.



Ed Williams
Managing Director


Nick McKittrick
Chief Operating Officer and Finance Director


(1) From continuing operations. Comparative figures have been restated where
necessary to reflect the treatment of Holiday Lettings as a discontinued
operation.

(2) Before share-based payments and NI on share-based incentives.


DIRECTORS AND OFFICERS

Scott Forbes
Chairman
Scott was appointed Chairman of Rightmove in July 2005. He is also the Chief
Executive of Bridge Capital Advisors Ltd, which he founded in 2007, and was a
director of NetJets Management Ltd, a subsidiary of Berkshire Hathaway through
to October 2009.  Scott has over 30 years' experience in operations, finance
and mergers & acquisitions which includes 15 years at Cendant Corporation which
was formerly the largest worldwide provider of residential property services.
Scott established the Cendant international headquarters in London in 1999 and
led this division as Group Managing Director until he joined Rightmove.
(Appointed 13 July 2005.)

Ed Williams
Managing Director
Ed joined Rightmove in December 2000 as Managing Director at its inception. He
is also a
non-executive director of Trader Media Group, the main brands being Auto Trader
and AutoTrader.co.uk, the UK's leading motoring website. His prior experience
is in business strategy and IT consulting with McKinsey & Co, Accenture and
JPMorgan. (Appointed 19 December 2000.)

Nick McKittrick
Chief Operating Officer and Finance Director
Nick joined Rightmove in 2000. He led the development of Rightmove's original
website and then went on to build the new homes, lettings and overseas
businesses. At the start of 2005 Nick became the Managing Director of the main
Rightmove.co.uk operating subsidiary, overseeing a trebling of revenue in three
years. In 2009, he was promoted to the role of Chief Operating Officer and
Finance Director. Before joining the Company he worked in Accenture for eight
years in the technology consulting division. 
(Appointed to the Board 5 March 2004.)

Peter Brooks-Johnson
Managing Director, Rightmove.co.uk
Peter joined Rightmove in 2006 and developed the Home Information Packs proposition. 
His focus subsequently shifted to the operation of the
Rightmove.co.uk website. He then went on to lead, from the beginning of 2008,
the estate agency business. Peter was promoted to the role of Managing Director
of Rightmove.co.uk on his appointment to the Board on 10 January 2011 and now
leads the main operating business. Prior to joining Rightmove, Peter was a
managing consultant with Accenture and the Berkeley Partnership. (Appointed to
the Board 10 January 2011.)


Jonathan Agnew
Non-executive Director
Jonathan joined the Board in January 2006 as Senior Independent Director. He is
Chairman of Beazley, The Cayenne Trust and Ashmore Global Opportunities.
Jonathan was an investment banker for over 25 years, including being a Managing
Director of Morgan Stanley and Group Chief Executive of Kleinwort Benson. He
has been Chairman of Nationwide Building Society, Limit, Gerrard Group and LMS
Capital and has served on the Council of Lloyd's. (Appointed 16 January 2006.)
(Chairman of the Remuneration Committee and a member of the Audit and
Nomination Committees.)

Colin Kemp
Non-executive Director
Colin was appointed to the Board in July 2007. He is the Network Director for
the Halifax Community Bank following the formation of Lloyds Banking Group in
January 2009. With over 30 years' experience in high street retail banking,
Colin has worked for HBOS companies since 1979. His roles have included running
the Retail Contact Centres and heading up the Halifax Employee Share Services
business, administering employee share plans to over 400 UK companies. Between
January 2005 and December 2007, Colin was Managing Director of Halifax Estate
Agencies Limited. Colin is a Cranfield MBA and an Associate of the Chartered
Institute of Marketing. (Appointed 3 July 2007.)

Ashley Martin
Non-executive Director
Ashley joined Rightmove in June 2009 as a non-executive director and also as
Chairman of the Audit Committee, where he provides oversight of the financial
reporting practices, internal control environment and compliance with the
various listed company regulations. He is also a member of the Remuneration
Committee. He qualified as a chartered accountant in 1981 and has a career in
finance spanning 30 years. He was previously Finance Director of Rok plc, the
building services group, and Group Finance Director of the media services
company, Tempus plc. (Appointed 11 June 2009.) 
(Chairman of the Audit Committee and member of the Remuneration Committee.)

Judy Vezmar
Non-executive Director
Judy is Chief Executive Officer of LexisNexis International. LexisNexis®, part
of the global media group Reed Elsevier PLC, is a leading worldwide provider of
content-enabled workflow solutions designed specifically for professionals in
the legal, risk management, corporate, government, law enforcement, accounting
and academic markets. Judy is responsible for the International Group and their
expansion of the range of successful online services to over 100
countries.  She is based in London.  (Appointed 16 January 2006.) (Member of
the Audit, Remuneration and Nomination Committees.)

Liz Taylor
Company Secretary
Liz was appointed Company Secretary of Rightmove in July 2006. She is a Fellow
of the Institute of Chartered Secretaries and Administrators and has over 20
years' company secretarial experience across a variety of FTSE 250 public
companies in the retail, media and property sectors. Prior to joining
Rightmove, she was Company Secretary of The Berkeley Group Holdings plc, the
holding company of the group engaged in residential and commercial property
development.

SENIOR MANAGEMENT TEAM

Alex Solomon
New Homes Director
Alex joined Rightmove in 2005 and, having been responsible for the pricing and
products portfolios, now runs the new homes business. Prior to joining
Rightmove he spent six years working as an economist/policy advisor for trade
bodies, initially representing the interests of agricultural firms at the
National Farmers' Union and then mortgage firms at the Council of Mortgage
Lenders.

Alan Gearing
Managing Director, Rightmove Property Services
Alan joined Rightmove in 2006 developing new sources of revenue separate from
property advertising. He was appointed as Managing Director of Rightmove's
Automated Valuation Model division in July 2008. Prior to Rightmove he was a
founder of both The Asset Management Group (property disposal and maintenance
services) and The Inventory Exchange (online inventory and property inspection)
and was Managing Director of a 50 branch estate agency chain.

Peter Armstrong
Business Development Director
Peter joined Rightmove in 2003 and worked in the new homes business which he
then went on to run from May 2006 to May 2010. Peter has subsequently taken on
the role of business development director. Prior to Rightmove, Peter worked in
sales and sales management, latterly in directory advertising with Yell.

Miles Shipside
Commercial Director
Miles joined Rightmove as a founding director in 2001 bringing 20 years of
experience at senior levels in independent estate agency and with Halifax
Estate Agency. He has responsibility for estate agency and media relations,
specialising in advising the industry on how the internet is transforming home
moving and the state of the housing market. He qualified as a Chartered
Surveyor in 1982.

Robyn Perriss
Financial Controller
Robyn joined Rightmove in 2007 and has day-to-day responsibility for the
financial operations, based out of Milton Keynes, as well as statutory
reporting and the treasury function. She was formerly Group Financial
Controller at the online media business, Trader Media Group. She qualified as a
chartered accountant in South Africa with KPMG.

Simon Hickie
Human Resources Director
Simon joined Rightmove in 2007 following seven years at Bloomberg LP where he
was responsible for HR operations across Europe, the Middle East and Africa.
Prior to moving into HR, he had managed part of Bloomberg's financial research
operation covering new debt and equity security issuance and mergers &
acquisition activity in Europe.

CORPORATE SOCIAL RESPONSIBILITY

Our people
Our people are our largest resource and our most highly valued asset. We are
proud of our people and the mixture of talent and experience that they bring
and we depend on their skills and commitment to achieve our objectives.

Our cultural style is bolstered by an open and honest communication environment
and by investment in ensuring that all employees have a profound understanding
of Rightmove's core values and goals. We achieve this through a combination of
a rigorous selection process, including technical skills testing, an off-site
residential course to ensure all Rightmovers understand our core values and the
role that they perform, ongoing coaching and mentoring, and cross-functional
team building events involving all employees. In 2010 all executive directors,
senior managers and employees attended a series of outdoor team building
camping events at Hever Castle. Staff opinions are frequently sought through
regular staff forums with senior managers and employee online surveys.

We continue to offer our Rightmover-led training academy designed to provide a
structured means for employees to expand and diversify their skills and
knowledge and explore new ways of working with one another. Given the
specialised technical nature of the work we do and the services we provide, we
also support ongoing external professional development where appropriate.

During 2010 we have explored new ways of ensuring that Rightmovers are aware of
the additional benefits that they are entitled to access, which have proved to
be a useful retention tool. This is achieved not only via our induction process
and intranet but also through benefits fairs. In November 2010, the Company's
second Sharesave contract matured allowing employees to benefit from the
success of the Company over the last three years. 43% of employees currently
participate in the Sharesave scheme.

Rightmove has a strong commitment to equality of opportunity in all our
employment policies, practices and procedures. We take a proactive approach
throughout our recruitment and selection process to ensure that we attract,
hire and retain a diverse and talented workforce and this is kept under close
and regular scrutiny. No existing or potential employee will receive less
favourable treatment due to their race, creed, nationality, colour, ethnic
origin, age, religion or similar belief, connections with a national minority,
sexual orientation, gender, gender reassignment, marital status, membership or
non-membership of a trade union, disability, or any other classification as
prescribed by law.

Charitable activity
We continue to encourage all our employees to devote time and fundraising
efforts to charitable causes of particular importance to them as individuals.
During 2010 a considerable number of staff have been active in raising money or
supporting the fundraising activities of the NSPCC, our nominated charity, and
a wide range of other charities.

Environment
Rightmove actively considers its environmental impact. Since our operation is
primarily
office-based, the direct environmental impact is relatively low. Indeed
Rightmove's business creates opportunities to reduce the overall environmental
harm associated with a variety of aspects of the whole home hunting process.

Traditional ways of finding a home tend to involve large amounts of paper and
printing, whether in the form of newspaper advertising, property particulars
mailed to applicants through the post or leaflet drops by agents. Rightmove
reduces the need for print media and the environmental damage that goes with
them. Rightmove takes care to design the layout of property particulars to
reduce the total number of pages that need to be printed out in those cases
where a home hunter does want a physical copy.

Enhanced information on properties also reduces the amount of time home hunters
waste in visiting properties that rapidly turn out to be inappropriate. As a
high proportion of viewings involve a car journey, any reduction in wasted
viewings has an environmental benefit. Rightmove has worked hard to increase
the number and size of photographs of each property and has introduced more
comprehensive map searches and aerial photographs which help home hunters to
identify the specific location of a property. The higher the quality of the
information presented about properties the less carbon footprint is generated
by prospective buyers making wasted journeys.

The Rightmove.co.uk website includes functionality for our customers to display
Energy Performance Certificates which allow prospective buyers to evaluate the
energy efficiency of a property they are considering buying and to identify
opportunities to improve the energy efficiency once they have purchased the
property.

We take the environmental impact of our own operations very seriously. As an
internet-based Group with most staff employed in two office locations, we
believe our own environmental footprint is small and that there are no
by-products of our operations which have a clear negative impact on the
environment. Our staff are encouraged to take proactive steps to address our
environmental responsibilities. For instance, we continue to operate
comprehensive recycling schemes which were established in consultation with
local authorities and recycling partners. As an operator of an online property
portal, the main environmental impact is the power usage of our data centres.
Our procurement policy is to purchase hardware with the best computational
performance which uses the least electrical power. For example, in the year, we
have completed a partial refresh of our data centre hardware replacing old less
efficient servers with half the number of new efficient units. This refresh has
not only reduced our electrical power usage, but has allowed us to serve 7.6bn
page impressions to our customers, an increase of 18% above that of 2009.

As an online Group, our culture emphasises a paperless environment. We also
recognise that our responsibilities do not stop just with how we operate
internally - we also encourage all our customers, business partners and
suppliers not to unnecessarily print out emails sent by us in the signature of
all our emails. Moreover in 2008 we introduced e-communications for our
shareholders, including an interactive copy of the annual report to enable
investors and people with an interest in the Company to print specified pages
thereby reducing the quantity of printed material we distribute. In 2009, we
introduced email invoicing for our new homes developer customers and now have
71% of this customer group on paperless billing.

Health and safety
The Group considers the effective management of health and safety to be an
integral part of managing its business. During 2010, we continued our fire
safety, first aid and work place safety training. The Group's ongoing policy on
health and safety is to provide adequate control of the health and safety risks
arising from work activities, through further consultation with, and training
of, employees, the provision and maintenance of plant and equipment, safe
handling and use of all substances and the prevention of accidents and causes
of ill health. The Group will maintain safe and healthy working conditions for
employees, visitors and contractors, and keep the policy on health and safety
up-to-date with regular reviews and necessary alterations to the policy as
required.

DIRECTORS' REPORT

The directors submit their report together with the audited financial
statements for Rightmove plc (the Company) and its subsidiary companies (the
Group) for the year ended 31 December 2010. The Company is domiciled in England
(registered number 6426485).

Principal activities
The Group operates in the UK residential property industry connecting people to
properties.

Its principal business is the operation of the Rightmove.co.uk website, which
is the UK's largest residential property website. Its customers (estate agents,
lettings agents, new homes developers and overseas homes agents and vendors)
pay fees for the right to display properties on the Rightmove website, which
provides home hunters with property details to search.

Further information on the Group's activities within each segment during the
year under review and of its prospects can be found in the Business and
Financial Review on pages 5 to 11.

The following sections inclusive are incorporated by reference into the
Directors' Report which have been drawn up and presented in accordance with and
in reliance upon acceptable English company law and the liabilities of the
directors in connection with the report shall be subject to the limitations and
restrictions provided by such law:

• Business and financial review (pages 5 to 11)
• Directors and officers (pages 12 to 13)
• Corporate social responsibility (pages 15 to 16)
• Corporate governance (pages 21 to 28)
• Remuneration report (pages 29 to 45)

In compliance with the business review provisions of the Companies Act 2006,
within the Business and Financial Review, principal risk factors are discussed
under the section `Uncertainties, Threats and Risks' on page 8. Key performance
indicators are given on page 6 and information on the likely developments of
the Group under `Current Trading and Outlook' on page 11.

Sale of Holiday Lettings (Holdings) Limited (HLHL)

Rightmove sold the HLHL business to TripAdvisor Limited, a wholly owned
subsidiary of Expedia Inc, on 21 June 2010. Rightmove acquired its 67% stake in
the business in March 2007 for £3,108,000 and had operated it as a stand-alone
business throughout the period of ownership. Net cash consideration to
Rightmove on completion was £15,185,000 with a further £1,000,000 in Escrow,
which together with an estimated £5,104,000 contingent consideration is likely
to take total proceeds for the Group's 67% stake in the business to £20,872,000.


Trading results

The Group's underlying operating profit from continuing operations (before
share-based payments and National Insurance on share-based incentives) for the
financial year was £56,563,000 (2009: £40,606,000). Further information on the
results for the Group is set out in the Consolidated Statement of Comprehensive
Income on page 48 and the supporting Notes and also the Business and Financial
Review on pages 5 to 11.

Dividend
An interim dividend of 5.0p (2009: 3.0p) per ordinary share was paid on
12 November 2010 to shareholders on the register of members at the close of
business on 15 October 2010. The directors are recommending a final dividend
for the year of 9.0p (2009: 7.0p) per ordinary share, which together with the
interim dividend of 5.0p, paid in respect of the half year period ended
30 June 2010, makes a total for the year of 14.0p (2009: 10.0p), amounting to £
14,905,000 (2009: £10,865,000). Subject to shareholders' approval at the Annual
General Meeting on 4 May 2011, the final dividend will be paid on 10 June 2011
to shareholders on the register of members at the close of business on 
13 May 2011.

The final dividend payment has not been included in trade and other payables as
it was not approved before the year end.

Share capital
The ordinary shares in issue (including 2,505,430 shares held in treasury) at
the year end comprised 114,761,434 (2009: 118,923,411) ordinary shares of £0.01
each, being £1,147,000 (2009: £1,189,000). The holders of ordinary shares are
entitled to receive dividends as declared from time to time, and are entitled
to one vote per share at general meetings of the Company. Movements in the
Company's share capital in the year are shown in Note 23 and Note 24 to the
financial statements. Information on the Group's share-based incentive schemes
is set out in Note 25 to the financial statements. Details of the share-based
incentive schemes for directors are set out in the Remuneration Report on 
page 42.

Share buy back
The Company announced a share buy back programme in June 2007, which continued
during 2009 and 2010. Of the 15% authority given by shareholders at the 2010
Annual General Meeting, a total of 4,161,977 ordinary shares of £0.01 each were
purchased in the year to 31 December 2010, being 3.1% of the shares in issue
(excluding shares held in treasury) at the time the authority was granted. The
average price paid per share was £7.05 (2009: £4.84) with a total consideration
paid (inclusive of all costs) of £29,564,000 (2009: £5,490,000). Since the
introduction of the new parent Company in January 2008, a total of 17,143,974
shares have been purchased of which 2,505,430 have been transferred into
treasury with the remainder having been cancelled. A resolution seeking to
renew this authority will be put to shareholders at the Annual General Meeting
on 4 May 2011.

Shares held in trust
As at 31 December 2010, 6,322,329 (2009: 7,418,874) ordinary shares of £0.01
each in the Company were held by The Rightmove Employees' Share Trust (EBT) for
the benefit of Group employees (2009: 7,418,874). These shares had a nominal
value at 31 December 2010 of £63,000 (2009: £74,000) and a market value of 
£49,251,000 (2009: £37,428,000). The shares held by the EBT may be used to
satisfy share-based incentives for the Group's employee share plans. During the
year 1,096,545 shares (2009: 1,641,791) shares were transferred to Group
employees following the exercise of both executive and Sharesave share options.

The terms of the EBT provide that dividends payable on the shares held by the
trust are waived.

Substantial shareholdings
As at the date of this report, the following beneficial interests in 3% or more
of the Company's issued ordinary share capital (excluding shares held in
treasury) on behalf of the organisations shown in the table below, had been
notified to the Company pursuant to Rule 5 of the Disclosure and Transparency
Rules:

Shareholder                               No. of shares                %(1)
                                                                           
Baillie Gifford & Co                          8,615,294                 7.7
                                                                           
Marathon Asset Management LLP                 7,835,467                 7.0
                                                                           
Cantillon Capital Management LLC              6,830,220                 6.1
                                                                           
Caledonia (Private) Investments Pty           6,431,468                 5.7
Ltd                                                                        
                                                                           
The Rightmove Employees' Share Trust          6,322,329                 5.6
                                                                           
AEGON Asset Management (UK)                   5,772,199                 5.1
                                                                           
Tremblant Partners LP                         5,466,506                 4.9
                                                                           
Legal & General Investment Management         4,146,797                 3.7
Ltd                                                                        
                                                                           
Old Mutual Asset Managers                     3,805,926                 3.4
                                                                           
BlackRock                                     3,735,908                 3.3

(1) The above percentages are based upon the voting rights share capital (being
the shares in issue less shares held in treasury) of 112,256,004.

Directors
The directors of the Company at the year end and as at the date of this report
are named on pages 12 to 13 together with their profiles. Stephen Shipperley
served on the Board during the year and resigned on 31 December 2010 and
therefore his profile is not included.

The Articles of Association of the Company require directors to submit
themselves for re-appointment where they have been a director at each of the 
preceding two Annual General Meetings and were not appointed or re-appointed 
by the Company at, or since, either such meeting. Following the changes to the 
Combined Code in June 2010, all directors who have served during the year and 
remain a director as at 31 December 2010 will retire at the forthcoming Annual 
General Meeting. Peter Brooks-Johnson (executive director), will also retire 
and offer himself for election, this being his first general meeting since his
appointment in January 2011.

The Board is satisfied that the directors retiring are qualified for
re-appointment by virtue of their skills, experience and contribution to the
Board. Ed Williams, Nick McKittrick and Peter Brooks-Johnson have service 
agreements with the Company which can be terminated on 12 months notice. The 
appointments for the non-executive directors, Scott Forbes, Jonathan Agnew, 
Colin Kemp, Ashley Martin and Judy Vezmar can be terminated on three months' 
notice.

The interests of the directors in the share capital of the Company at
31 December 2010, the directors' total remuneration for the year and details of
their service contracts and Letters of Appointment are set out in the
Remuneration Report on pages 29 to 45. At 31 December 2010 each of the
executive directors was deemed to have a non-beneficial interest in 6,322,329
ordinary shares of £0.01 each held by the trustees of the EBT.

Directors' interests in contracts
Stephen Shipperley served as non-executive director during the year and
resigned from the Board on 31 December 2010. Stephen is Group Executive
Chairman of Connells Limited, a significant estate agency customer of the
Group. The details of amounts owed by and invoiced to Connells Limited during
the year are disclosed in the section dealing with Related Party Disclosures in
Note 28 to the financial statements on page 84. All transactions are on an arms
length basis.

Supplier payment policy
The Group and Company's policy concerning creditors is to agree payment terms
with its suppliers, ensure the relevant terms of payment are included in
contracts and to abide by those terms when it is satisfied that goods or
services have been provided in accordance with the contracts. For the year to
31 December 2010, trade creditors on continuing operations represented 32 days
(2009: 31 days) of average daily purchases. The Group had £1,033,000 of trade
payables at the year end (2009:  £777,000).

Contractual arrangements
Due to the nature of the Group's business activities, the Group maintains a
small number of contractual arrangements with external providers of data,
software, hardware and web-based services, which are essential to support the
operation of all business segments. However, the loss of one of these
arrangements due to supplier failure would not result in a critical business
failure, as such services could be sourced from a number of other suppliers.

Research and development
The Group undertakes research and development expenditure in view of developing
new products and improving the existing property websites. Further details are
disclosed in Note 2 to the financial statements on page 57.

Charitable and political donations
The Group and the Company made no charitable contributions or political
donations during the year (2009: £nil).

Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of UBS
Limited at 1 Finsbury Avenue, London, EC2M 2PP on 4 May 2011 at 10am.

The Board is proposing amendments to the remuneration of the executive
directors. These changes are seen by the Board as an important next step in our
transition from a new public company to a more substantial business that is now
able to benefit from additional senior management talent necessary to achieve
the Board's ambitious growth objectives. The proposals reflect the ending of
the incentive arrangements instituted five years ago prior to the Company's
flotation on the London Stock Exchange which have been successful in retaining
and motivating the original management team who founded the business ten years
ago. Our proposal is to phase the proposed changes in over three years, so the
transition will be achieved by 2013.


Otherwise, the majority of the resolutions being proposed at the 2011 Annual
General Meeting are general in nature including the renewal for a further year
of the limited authority of the directors to allot the unissued share capital
of the Company and to issue shares for cash other than to existing
shareholders. A resolution will also be proposed to renew the directors'
authority to purchase a proportion of the Company's own shares.

One of the items of special business to be addressed at this Annual General
Meeting relates to the requirement in the Companies (Shareholders' Rights)
Regulations 2009, which came into force on 3 August 2009, that all general
meetings must be held on not less than 21 clear days' notice unless
shareholders approve a shorter notice period. At the 2010 Annual General
Meeting, a resolution was passed allowing the Company to call general meetings
(other than Annual General Meetings) on not less than 14 clear days' notice. As
this authority will expire at the 2011 Annual General Meeting, we will be
proposing a resolution to renew this authority.

Auditor
KPMG Audit Plc has confirmed its willingness to continue in office as auditor
of the Group. In accordance with section 489 of the Companies Act 2006,
separate resolutions for the re-appointment of KPMG Audit Plc as auditor of the 
Group and for the Audit Committee to determine their remuneration will be 
proposed at the forthcoming Annual General Meeting.

Audit information
So far as the directors in office at the date of signing of the report are
aware, there is no relevant audit information of which the auditors are unaware
and each such director has taken all reasonable steps to make themselves aware
of any relevant audit information and to establish that the auditors are aware
of that information.

Responsibility statement of the directors in respect of the annual financial
report
We confirm that to the best of our knowledge:

  * the financial statements, prepared in accordance with the applicable set of
    accounting standards, give a true and fair view of the assets, liabilities,
    financial position and profit or loss of the Company and the undertakings
    included in the consolidation taken as a whole; and
   
  * the Directors' Report includes a fair review of the development and
    performance of the business and the position of the issuer and the
    undertakings included in the consolidation taken as a whole, together with
    a description of the principal risks and uncertainties that they face.
   
Signed by the Board:


Ed Williams 
Managing Director


Nick McKittrick
Chief Operating Officer and Finance Director

25 February 2011

CORPORATE GOVERNANCE

Statement of compliance
The 2008 Combined Code of Corporate Governance (Combined Code) sets out the
principles and provisions relating to good governance of UK listed companies.
In this section we set out how we have applied the principles and complied with
the provisions of the Combined Code during 2010 and explain the reason for one
area of non-compliance.

The Board
At the date of this report, the Board comprises eight directors including the
Chairman (Scott Forbes), three executive directors (Ed Williams, Managing
Director, Nick McKittrick, Chief Operating Officer and Finance Director and
Peter Brooks-Johnson, Managing Director, Rightmove.co.uk) and four
non-executive directors (Jonathan Agnew, who is the Senior Independent
Director, Ashley Martin, Judy Vezmar, and Colin Kemp).

Colin Kemp has worked for HBOS companies for over 30 years and held the
position as Managing Director of Halifax Estate Agencies Limited (an agency
customer of the Group) from January 2005 to December 2007. Although the Lloyds
Banking Group subsequently sold the business in October 2009, in strict
application of the Combined Code, Colin Kemp is not considered to be
independent. However, the Board considers that Colin Kemp is independent in
character and in particular continues to challenge rigorously the executive
directors and the Board as a whole. Whilst the composition of the Board for the
year under review was not in strict compliance with supporting principle B.1.2
of the Combined Code in that at least half of the directors (excluding the
Chairman) are not considered independent non-executive directors, the directors
believe that the Board currently operates effectively and that all the
non-executive directors are fully independent of management and that Jonathan
Agnew, Ashley Martin and Judy Vezmar are free from any business or other
relationship that could materially interfere with the exercise of their
independent judgment and advice to the Board.

Ed Williams, Managing Director, is also a non-executive director of Trader
Media Group. His remuneration for that position is retained by him and is set
out in the Remuneration Report on page 36.

Neither the Chairman nor the other two executive directors hold any other
non-executive directorships or commitments disclosable under the Combined Code.

Biographical details of the directors at the date of this report appear on
pages 12 and 13.

Directors' remuneration
The principles and details of directors' remuneration and contractual
arrangements are contained in the Remuneration Report on pages 29 to 45.

Board and committee membership and attendance
In accordance with the Combined Code, the Articles of Association require all
directors to seek re-election every three years. In addition all directors are 
subject to election by shareholders at the first opportunity after their 
appointment. Following the changes introduced by the Combined Code in June 2010, 
all directors will seek re-election at the 2011 Annual General Meeting.
Peter Brooks-Johnson, who having been appointed since the last Annual General
Meeting, will retire from the position as executive director and offer himself
for election.

The membership of the Committees of the Board and attendance at meetings for
the year under review are set out in the table below:

                                       Remuneration         Audit    Nomination
                             Board        Committee     Committee     Committee
                                                                               
Total meetings                   8                6             4             2
                                                                               
Scott Forbes                     8             6(1)           N/A             2
                                                                               
Jonathan Agnew                   8                6             4             2
                                                                               
Colin Kemp                       8              N/A           N/A           N/A
                                                                               
Ashley Martin                    8                6             4           N/A
                                                                               
Nick McKittrick                  8              N/A           N/A           N/A
                                                                               
Stephen Shipperley (2)           5              N/A           N/A           N/A
                                                                               
Judy Vezmar                      5                5             4             2
                                                                               
Ed Williams                      8              N/A           N/A           N/A

(1) The Remuneration Committee Chairman has requested that the Chairman of the
    Board attend the Remuneration Committee meetings.
   
(2) Stephen Shipperley resigned on 31 December 2010.
   

In addition to the above meetings, the Chairman conducts meetings with the
non-executive directors without the executive directors being present when
required. Jonathan Agnew, the Senior Independent Director, chaired a meeting of
the Board at which the performance of the Chairman was also reviewed (without
the presence of the Chairman).


Operation of the Board

The Board is responsible to shareholders for the overall direction and control
of the Group. Its key task is to approve strategy, ensuring the successful
implementation of projects and proposals and monitoring the operating
performance of the Group in pursuit of its objectives in the interest of
maximising long-term shareholder value. The Board has adopted a formal schedule
of matters requiring specific approval. These include, amongst other things,
the approval of the annual business plan, capital structure, dividend policy,
acquisitions and disposals, appointment and removal of officers of the Company,
approval of the Half Year and Full Year results, shareholder communication and
responsibility for corporate governance and review of the Group's risks and
system of internal controls.


The Board receives meeting papers one week prior to the meetings to allow
sufficient time for detailed review and consideration of the documents
beforehand. If any director has a concern about any aspect of the business
conducted at any Board meeting, the Company Secretary shall discuss this with
the director concerned and record their concern or comments in the Board
minutes. The Board also receives monthly management and financial reports on
the operational and financial performance of the business setting out actual
and forecast financial performance against approved budgets in addition to
other key performance indicators. The Board also receives copies of broker
reports and press releases relating to the Group. At least once a year the
Managing Director and the senior management team present a strategic review and
an annual plan to the Board for review and approval.


The Board normally schedules eight meetings each year although meetings can be
scheduled at short notice at the request of any director or if required. In
addition to formal Board meetings, there is regular informal dialogue between
all directors.


Chairman and Managing Director

There are clear written guidelines to support the division of responsibilities
at the head of the Company with the roles of the Chairman and Managing Director
separately held. The Chairman is responsible for the effective conduct of the
Board, for communication with shareholders and for ensuring that each director
uses their skills and experience to the benefit of the Board's decision making.
With the assistance of the Company Secretary, the Chairman monitors the
information provided to the Board to ensure that it is sufficient, pertinent,
timely and clear.

The Managing Director has day-to-day executive responsibility for the running
of the Group, leading the executive and operational teams in developing
strategies and delivering results against defined targets to enable the Group
to meet its objectives.

Board training
The breadth of management, financial and listed company experience of the
non-executive directors is described in the biographical details on pages 12
and 13, and demonstrates a range of business expertise that provides the right
mix of skills and experience given the size of the Company. There are
procedures in place for individual Board members to receive induction and
training as appropriate and to seek the advice and services of independent
professional advisers, at the Company's expense, where specific expertise or
training is required in the course of their duties.

The directors disclose a qualifying third-party indemnity provision between the
Company and its directors and officers as provided by the Articles of
Association of the Company, which was in force at the date of this report. The
Group has also arranged directors' and officers' insurance cover in respect of
legal action against the directors.

The Group has set out written policies in compliance with a code of securities
dealings in relation to the shares and equivalent to the Model Code published
in the Listing Rules. The code applies to all directors, other persons
discharging managerial responsibility and other relevant employees.

Board evaluation
The Board conducted a Board evaluation exercise in quarter four of 2010 which
was led by the Chairman, assisted by the Company Secretary. All directors
completed questionnaires inviting feedback on the performance and operation of
the Board. The results were discussed at the Board meeting in December 2010.
The Board concluded that it was operating effectively and agreed a number of
actions and training requirements for the forthcoming year. In addition each
director provided feedback on the performance of each of their Board colleagues
which was collated and communicated at one-to-one meetings conducted by the
Chairman. At a meeting chaired by Jonathan Agnew, Senior Independent Director,
the Board provided input into and reviewed the performance of the Chairman.

The Board has agreed to adopt best practice and to organise an externally
facilitated Board evaluation at least once every three years and will take some
time to review the external market place over the next year to determine an
appropriate facilitator and process alternatives with the aim of introducing an
external evaluation by 2012.

Relations with shareholders
The Board is accountable to shareholders for the performance and activities of
the Company and the Chairman ensures that effective communication with
shareholders takes place.

Within the terms of the regulatory framework, the Company has conducted regular
dialogue with shareholders through ongoing meetings with institutional
investors and research firms to discuss strategy, operating performance and
financial performance. Contact in the UK is principally with the Managing
Director and Chief Operating Officer and Finance Director. The Chairman also
participates in the USA biannual investor road shows. In 2010, Jonathan Agnew,
the Senior Independent Director, consulted major shareholders on the
remuneration policy for the executive directors. He is also available to
shareholders if they wish to supplement communication or if contact through the
normal channels is inappropriate.

Shareholders are also kept up to date with the Group's activities through the
Annual and Half Year Reports and the investor relations section of its website,
which provides details of all the directors, latest news, including financial
results, investor presentations and Stock Exchange announcements.

The Board is kept informed of the views and opinions of those with an interest
in the Company through reports from the Managing Director and Chief Operating
Officer and Finance Director as well as reports from the Company's joint
brokers, UBS and Numis. Directors receive notification of any changes in the
status of substantial shareholders and at each Board meeting an update is given
by the executive directors on the movements in major shareholdings and on the
views and opinions of those with an interest in the Company.

Conflicts of interest
In cases of doubt, the Chairman of the Board is responsible for determining
whether a conflict of interest exists.

Annual General Meeting
All shareholders are invited to participate in the Company's Annual General
Meeting on 4 May 2011 where all directors will be available to answer questions
and will also be available for discussions with shareholders prior to and after
the meeting.

The Company will arrange for the Annual Report and related papers to be
available on the Company's corporate website at www.rightmove.co.uk/
investors.rsp or posted to shareholders (where requested) so as to allow at
least 20 working days for consideration before the Annual General Meeting.

The Company also complies with the Combined Code with the separation of all
resolutions put to the vote of shareholders. The Company proactively encourages
shareholders to vote at general meetings by providing electronic voting for
shareholders who hold their shares through the Crest system and provides
personalised proxy cards to ensure that all votes are clearly identifiable. The
Company presently takes votes at general meetings on a show of hands on the
grounds of practicality due to the limited number of shareholders in
attendance. Votes are taken by a poll at any shareholder meeting where legally
required. All proxy votes are counted and the level of proxy votes including
abstentions lodged for each resolution are reported after each resolution and
published on the Company's website.

Board committees
The Board has established three principal committees, the Audit Committee, the
Remuneration Committee and the Nomination Committee, each of which operates
within written terms of reference approved by the Board. No person other than a
Committee member is entitled to attend the meetings of these Committees, except
by invitation of the Chairman of that Committee.

Remuneration committee
The Remuneration Committee consists of the three independent non-executive
directors, Jonathan Agnew (who is Chairman), Judy Vezmar and Ashley Martin. In
addition, the Remuneration Committee Chairman has requested that the Chairman
of the Board attend the Remuneration Committee meetings. The quorum for
meetings of the Remuneration Committee is two members. The Remuneration
Committee will meet at such times as may be necessary but will normally meet at
least twice a year.

The purpose of the Remuneration Committee is to ensure that the Company's
executive directors and senior executives are properly incentivised and fairly
rewarded for their individual contributions to the Company's overall
performance having due regard to the interests of the shareholders and to the
financial and commercial health of the Group.

The Remuneration Committee's terms of reference are available on the Company's
website, www.rightmove.co.uk/investors.rsp or by request from the Company
Secretary.

The Company Secretary acts as Secretary to the Committee. The Chairman of the
Remuneration Committee reports to the Board on the Remuneration Committee's
behalf after each meeting.

During 2010 the Committee appointed Aon Hewitt Limited (trading as Hewitt New 
Bridge Street),remuneration consultants, to assist with a review of the 
remuneration policy and to set the remuneration for the executive directors and 
senior management from 2011. A detailed report on the Company's remuneration
policy and the work of the Remuneration Committee is available in the 
Remuneration Report on pages 29 to 45.

Nomination committee
The Nomination Committee consists of Scott Forbes (who is also Chairman of the
Board), Jonathan Agnew and Judy Vezmar as independent non-executive directors.
The quorum for meetings of the Nomination Committee is two members. The
Chairman of the Company may not chair the Nomination Committee in connection
with any discussion about the appointment of his successor to the chairmanship
of the Company. In these circumstances, the Senior Independent Director will
take the chair. Appointments are for a period of up to three years, extendable
by no more than two additional three year periods, so long as members continue
to be independent.

The Nomination Committee meets at such times as may be necessary and normally
meets at least twice a year. The purpose of the Nomination Committee is to
consider and make recommendations to the Board about the composition of the
Board, including proposed appointees, and whether to fill any vacancies that
arise or to change the number of Board members.

The Nomination Committee's terms of reference are available on the Company's
website, www.rightmove.co.uk/investors.rsp or by request from the Company
Secretary.

During the year the Nomination Committee reviewed the organisation structure,
approved the plans for the succession of the executive directors and the senior
management team, agreed the process for the Board's annual evaluation together
with the changes to the Combined Code and conducted an annual review of its
terms of reference.

Audit committee
The Audit Committee consists of the three independent non-executive directors,
Ashley Martin (who is Chairman), Judy Vezmar and Jonathan Agnew. Ashley Martin
was previously the Finance Director of Rok plc and Group Finance Director of
the media services group Tempus Group plc and, having relevant financial skills
and experience, was appointed to the role of Audit Committee Chairman on his
appointment to the Board in June 2009.

The quorum for meetings of the Audit Committee is two members. Appointments to
the Committee are for a period of up to three years, extendable by no more than
two additional three year periods, so long as members continue to be
independent.

The Audit Committee meets at least four times a year and more often if
necessary. Two of its meetings are prior to the announcement of the Half Year
and Full Year results of the Group, when the external auditor is in attendance.
The Company Secretary acts as Secretary to the Committee. The Chief Operating
Officer and Finance Director and Financial Controller are normally invited to
attend the meetings. Colin Kemp, non-executive director is also invited to
attend the meetings.

The Chairman of the Audit Committee reports to the Board on the Audit
Committee's behalf after each meeting. The Audit Committee assists the Board in
the discharge of its duties concerning the announcement of results, the Annual
and Half Year Reports and the maintenance of internal controls. It reviews the
scope and planning of the audit and the auditor's findings and considers the
Group's accounting policies and the compliance with those policies and
applicable legal and accounting standards.

The Audit Committee has authority to investigate any areas of concern as to
financial impropriety that arise and to obtain outside legal or other
independent professional advice in connection therewith. The Audit Committee's
principal duties and terms of reference are available on the Company's website,
www.rightmove.co.uk/investors.rsp or by request from the Company Secretary.

During 2010 the Committee has, amongst other matters, approved the appointment
of the external auditor, fixed their remuneration and reviewed the
effectiveness of the external audit process. The Committee has also considered
the need for an internal audit function. Given the simplicity of the
organisational structure, the open and accountable culture with clear authority
limits, the straightforward financial model and systems and the fact that the
management team and Board conduct regular financial reviews, the Committee
recommended to the Board that an internal audit function was not currently
appropriate for the business. This decision is kept under regular review.

The Committee also discussed its responsibilities to safeguard the audit
objectivity and independence as well as the needs of the business and agreed
that it was practical in many cases for the auditor to be assigned to other
non-audit project work due to their knowledge and expertise of the business.
This would usually relate to corporate transaction advice and tax compliance.
The Committee agreed a policy that management be given authority to incur
non-audit fees up to 50% of the annual agreed audit and tax fee in any
financial year without the prior approval of the Audit Committee. In 2010 the
non-audit fees were £7,000 in relation to other advisory services and are fully
disclosed in Note 6 of the financial statements.

The Committee reviewed the Annual and Half Year Reports. The external auditor
also presented the results of their review of the 2009 Full Year and 2010 Half
Year results as well as their audit plan to the Audit Committee. In addition to
receiving reports from the external auditor, members met with the external
auditor without the presence of the executive directors.

The Committee also reviewed the whistleblowing policy (which provides the
procedure for staff to report any concerns that they may have independent of
management about suspected misconduct without fear of retaliation) and
conducted an annual review of its terms of reference.

Internal controls
The Board has overall responsibility for the Group's system of internal
controls and has established a framework of financial and other controls, which
is periodically reviewed in accordance with the Turnbull guidance for its
effectiveness.

The Board has taken, and will continue to take, appropriate measures to ensure
that the chances of financial irregularities occurring are reduced as far as
reasonably possible by continually seeking to improve the quality of
information at all levels in the Group, fostering an open environment and
ensuring that the financial analysis is rigorously applied. Any system of
internal control is designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss.

The Group's management has established the procedures necessary to ensure that
there is an ongoing process for identifying, evaluating and managing the
significant risks to the Group. These procedures have been in place for the
whole of the financial year ended 31 December 2010 and up to the date of the
approval of the financial statements and they are reviewed regularly.

The key elements of the system of internal control are:

  * major commercial, strategic, competitive and financial risks are formally
    identified, quantified and assessed, discussed with the executive
    directors, after which they are considered by the Board;
   
  * a comprehensive system of planning, budgeting and monitoring Group results.
    This includes monthly management reporting and monitoring of performance
    against both budgets and
   
forecasts with explanations for all significant variances;

  * an organisational structure with clearly defined lines of responsibility
    and delegation of authority;
   
  * clearly defined policies for capital expenditure and investment exist,
    including appropriate authorisation levels, with larger capital projects,
    acquisitions and disposals requiring Board approval;
   
  * a comprehensive disaster recovery plan based upon co-hosting of the
    Rightmove.co.uk website across three separate London locations, which is
    regularly tested and reviewed;
   
  * a treasury function which manages cash flow forecasts and cash on deposit
    and is responsible for monitoring compliance with banking agreements, where
    appropriate; and
   
  * a whistleblowing policy of which all employees are made aware, to enable
    concerns to be raised either with line management or, if appropriate,
    confidentially outside the line management structure.

Through the procedures outlined above, the Board has considered all significant
aspects of internal control for the year and up to the date of this Annual
Report.


Going concern
The Board is required under the Combined Code to consider whether or not it is
appropriate to adopt the going concern basis in preparing the Group and the
parent Company financial statements.

As part of its normal business practice the Group prepares annual and longer
term financial plans. In addition, a going concern paper was prepared and
presented to the Audit Committee in February 2011 prior to it recommending the
approval of the financial statements and notes to the accounts for the year
ended 31 December 2010 to the Board.

After reviewing this, the Board has a reasonable expectation that the Group has
adequate resources and banking facilities to continue in operational existence
for the foreseeable future. Accordingly they continue to adopt the going
concern basis in preparing the financial statements. Further information is
provided in Note 1 to the financial statements.

Statement of directors' responsibilities in respect of the Annual Report and
financial statements

The directors are responsible for preparing the Annual Report and the Group and
parent Company financial statements in accordance with applicable law and
regulations.

Company law requires the directors to prepare Group and parent Company
financial statements for each financial year. Under that law they are required
to prepare the Group financial statements in accordance with IFRSs as adopted
by the EU and applicable law and have elected to prepare the parent Company
financial statements on the same basis.

Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and parent Company and of their profit or loss for that
period. In preparing each of the Group and parent Company financial statements,
the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRSs as adopted by
the EU; and

• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and the parent Company will continue in
business.

The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with the
Companies Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for
preparing a Directors' Report, Directors' Remuneration Report and Corporate
Governance Statement that comply with that law and those regulations.

The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.

REMUNERATION REPORT

In line with the requirements of section 420 of the Companies Act 2006, the
directors present the report on directors' remuneration for the year ended 
31 December 2010. This report sets out the policies under which executive and
non-executive directors were remunerated and provides tables of information
showing details of the remuneration and share interests of all the directors.
In accordance with the requirements, the report provides the disclosure in two
parts: information subject to audit and information that is not subject to
audit.

Shareholders will be provided with an opportunity to vote on the Remuneration
Report as set out in this Annual Report at the forthcoming Annual General
Meeting to be held on 4 May 2011.

Part I

This part of the Remuneration Report is not subject to audit.

The Remuneration Committee

Terms of reference
The Remuneration Committee's (hereinafter referred to as the Committee
throughout this report) primary role is to make recommendations to the Board as
to the Company's broad policy and framework for the remuneration of the
executive directors, the Chairman of the Board and the Company Secretary. In
accordance with the Combined Code, the Committee also recommends the structure
and monitors the level of remuneration for the first layer of management below
Board level. The Committee is also aware of and advises on the employee benefit
structures throughout the Company and its subsidiaries and ensures that it is
kept aware of any potential business risks arising from remuneration
arrangements throughout the Company.

The Committee has formal terms of reference which are reviewed annually and
updated as required. These are available on the Company's website at
www.rightmove.co.uk/investors.rsp or on request from the Company Secretary.

Membership
The Committee consists of independent non-executive directors, these being at
the date of this report, Jonathan Agnew (Chairman), Ashley Martin and Judy
Vezmar. Only members of the Committee have the right to attend Committee
meetings. The Chairman of the Committee has however requested that Scott
Forbes, the Chairman of the Board, attend the meetings except during
discussions relating to his own remuneration. The Company Secretary acts as the
Secretary of the Committee and normally attends the meetings.

Ed Williams, Managing Director, may also be invited to meetings and the
Committee takes into consideration his recommendations regarding the
remuneration of his executive colleagues and the first layer of management
below Board level. No director is involved in deciding their own remuneration.

The Committee will meet at such times as may be necessary, but normally meets
at least twice a year. During 2010 the Committee met six times and the
attendance is shown below:

                                                             Number of meetings
Name of director                                                       attended
                                                                               
Jonathan Agnew                                                       6 out of 6
                                                                               
Ashley Martin                                                        6 out of 6
                                                                               
Judy Vezmar                                                          5 out of 6


Advice
During 2010, Aon Hewitt Limited (trading as Hewitt New Bridge Street (HNBS))
was engaged by the Committee to review the executive director remuneration
policy. The Committee and the Board considered that the Company had reached a
point at which it was necessary that the remuneration practice should be
brought into line with more standard practice among FTSE companies. The
Committee commissioned an independent review by HNBS to assist in its
determination of an appropriate future remuneration framework for executive
directors to apply from 2011.

During the year HNBS also provided services in connection with the valuation of
share-based incentive awards (as required by IFRS 2) to the Company and
confirmed that, in their view, this service did not present a conflict of
interest with the services provided to the Committee.

Remuneration policy

Rightmove's remuneration policy is based on a fundamental belief that growth
oriented companies should reward executives with demonstrably lower than market
base salaries and benefits and higher than market equity rewards contingent
upon achieving challenging performance criteria.

The key principles of the Committee's policy are as follows:

  * Remuneration arrangements should be designed so as to provide executive
    directors with the opportunity to receive a share in the future growth and
    development of the Company which is regarded as fair by both other
    employees and by shareholders. This approach should allow the Company to
    attract and retain the sort of dynamic, self-motivated individuals who are
    critical to the future success of the business.
   
  * Executive directors should have significantly below market levels of base
    salary, minimal benefits (and only benefits which are made available on the
    same basis to all Rightmove employees), and above market levels of variable
    pay potential. This arrangement is designed to best align the interests of
    the executive directors with the interests of shareholders.
   
  * Remuneration arrangements should be simple to understand and administer.
   
  * Changes to remuneration should be made infrequently and those changes made
    each year should, in most instances, be directly linked to the policies
    applied to all employees (specifically with regard to rises in base salary
    and changes to benefits).
   
  * Executive directors should be principally rewarded for the overall success
    of the business for which they have collective responsibility. The Company
    has key short-term, medium-term, and long-term strategic goals and
    executive directors should be incentivised against all these goals.
   
  * Executives should not be able to gain significantly from short-term
    successes which subsequently prove not to be consistent with growing the
    overall value of the business. Hence a majority of any bonus payable in
    relation to short-term strategic goals is required to be taken in the form
    of Rightmove plc shares which are deferred for a further two years from
    when the bonus target has been achieved.
   

2010 Remuneration framework

As disclosed in last year's Remuneration Report, the remuneration framework for
executive directors in 2010 was broadly consistent with previous years and
comprised:

  * Base salaries of £217,239.
   
  * No pension provision.
   
  * An annual cash bonus of up to 75% of salary and a deferred share bonus of
    up to 125% of salary. The bonus was determined by a mixture of underlying
    profit performance and key performance indicators relating to underlying
    drivers of long-term revenue growth.
   
  * A grant of share options worth 400% of salary to Ed Williams and 350% of
    salary to
    Nick McKittrick. Exercise of options will be subject to achieving a mixture
    of earnings per share (EPS) and Total Shareholder Return (TSR) performance
    targets.
   

All 2010 bonus targets were met in full. Therefore, a cash bonus of £162,929
will be paid to Ed Williams and Nick McKittrick after the announcement of the
Full Year results for the year ended 31 December 2010. In addition an award of
deferred shares in Rightmove plc worth 125% of salary will be granted to Ed
Williams and Nick McKittrick respectively under the Deferred Share Plan which
will be deferred until March 2013. The bonus payment reflects the increase in
underlying operating profit and strong share price performance in the period,
the sale of new products to estate agency customers launched at the end of 2009
and the retention of all of Rightmove's key customers. The Committee believes
the resulting bonus payment is appropriate in the context of the business
performance against business targets and relative to prevailing market
conditions in the property and media industries.

Background to and overview of changes to remuneration framework


The Committee believes that the remuneration framework outlined above has been
successful in implementing its remuneration policy over recent years. However,
it is introducing a number of significant changes to the framework to apply
from 2011.

There have been two triggers for this decision:

  * The current framework has in the past attracted an adverse response from
    advisory bodies and some investors, specifically in relation to the high
    multiple of salary used for share options, despite the low salaries upon
    which this multiple is based.
   
  * As illustrated by the chart below, executive director annual remuneration
    at Rightmove is currently substantially out of line with that which would
    be expected in a company of its market capitalisation.
   
The issue particularly relates to the extent to which base salary and benefits
are below market levels. This creates a downward compression on salaries among
the wider senior management team which affects the Company's ability to recruit
externally in the market place candidates of a suitable calibre and to offer
salary progression to strong internal performers.

It also means that the basic remuneration package may be potentially incapable
of retaining our existing executive directors. To date, this retention risk has
been offset by the significant one-off share option grant that the executive
directors received at flotation in 2006. However, the final tranche of these
options vest in March 2011 and will thereafter cease to have a retentive effect.

The current situation, while unusual, is far from unique among companies that
have grown very rapidly from small private businesses to major public
companies. Indeed the Board has sought to maintain the positive aspects of
small high-growth private companies for as long as possible in the public
environment. The significant option grant made at flotation has allowed the
Company to operate with a relatively uncompetitive 'ongoing' pay package for a
number of years. However, as that grant ceases to have an impact, the Board and
the Committee now need to restructure pay arrangements so that they are brought
into line with more standard practice among FTSE companies whilst remaining
true to the performance driven culture that has been central to Rightmove's
growth over the past decade.

The Committee is addressing the above issues through a revised remuneration
framework that will apply from 2011. Key features of that framework include:

  * The value of fixed pay for executive directors will be raised to a level
    where it is approximately 25% below the benchmark for companies of a
    similar market capitalisation (rather than being more than 50% below the
    market benchmark as is currently the case).
   
  * This adjustment will be phased in over a three-year period.
   
  * Annual bonus potential, expressed as a percentage of salary, will be
    reduced to ensure that the salary increases do not materially increase the
    monetary value of bonus that can be earned by the directors.
   
  * Subject to shareholder approval at the Annual General Meeting in May 2011,
    the current executive unapproved and approved share option schemes will be
    replaced with a Performance Share Plan (PSP) in line with standard practice
    among UK public companies. Awards under the plan will be capped at 200% of
    base salary.
   

The Committee is satisfied that, as well as being more market standard, the
revised remuneration framework when fully implemented, remains consistent with
the basic principles of its remuneration policy, namely for executive directors
to receive below market levels of fixed pay and above market levels of variable
pay potential (to reflect the performance driven culture of the business).

Details of future remuneration framework

The Committee has undertaken a thorough consultation process with major
shareholders and investor bodies and has received widespread support for its
revised remuneration framework.
The Committee is sympathetic to the current environment in which increases in
pay potential are often viewed unfavourably. The Committee does not believe
that any of the issues raised above are so pressing that all the changes need
to be implemented in full immediately. Consequently, the increase in base
salaries will be phased in over three years (2011-2013).
The Committee would clearly want to reserve the right to revisit executive
remuneration should the circumstances dictate. However, its intention is to
implement these changes over three years with no further alterations to the
remuneration framework during that time.
Full details of the revised remuneration framework are outlined below.

Base salary
The Committee has previously agreed that Ed Williams and Nick McKittrick should
have equal levels of base salary. It has also agreed that the market benchmark
used to assess their pay should be consistent with this decision, hence the use
of a benchmark that is based on the average of pay for a chief executive and a
finance director.

As outlined above, by 2013 the value of Ed Williams and Nick McKittrick's fixed
pay (salary plus benefits) will be adjusted so that it is approximately 25%
below the market benchmark. Based on the current market benchmark used by the
Committee (being the FTSE 250 median for the average of CEO/FD roles) and the
current minimal benefits received by the directors, this implies a salary level
for these two directors in 2013 of approximately £360,000.


This figure will be subject to annual review by the Committee before the two
further planned salary increases are implemented in 2012 and 2013 to take
account of any significant changes in Rightmove's size and also basic inflation
(as represented by the average Rightmove employee salary increase for 2012 and
2013). The initial increase towards the salary target was applied from 1 January 2011
with Ed Williams and Nick McKittrick's base salaries increasing to £260,000 per
annum.

Pension and other benefits
The Group operates a stakeholder pension plan for Rightmove employees under
which the employer contributes 6% of base salary (to a maximum of £3,000 each
year) subject to the employee contributing a maximum of 3% of base salary. Ed
Williams and Nick McKittrick voluntarily do not participate in this
arrangement. The Company does not contribute to any personal pension
arrangements.

The executive directors are entitled to private medical insurance and to life
assurance cover equal to four times base salary.

Annual performance-related bonus
The Committee believes that the annual cash and deferred share bonus schemes
already offer a competitive potential reward. It therefore intends to reduce
the directors' bonus potential as a percentage of salary to ensure that the
monetary value of the potential bonus is maintained broadly at its current
value.
Consequently, concurrent with the salary increase outlined above, annual bonus
potential for Ed Williams and Nick McKittrick in 2011 will be reduced from 200% 
of salary to 175% of salary (up to 65% of salary in cash and 110% of salary in 
deferred shares). Assuming full implementation of the proposed salary increases, 
their bonus potential will be reduced further to 125% of salary by 2013.
Deferred shares will vest after two years and be potentially forfeitable over
that period.

The bonus will, as in previous years, be determined principally (70%) by profit
before tax performance with targets set in relation to a carefully considered
business plan and requiring significant out-performance of that plan to trigger
maximum payments. A significant portion of the bonus (30%) will be determined
by reference to pre-set targets for key performance indicators relating to
underlying drivers of long-term revenue growth.

Share awards
Since flotation, the Company has awarded market value share options to
executive directors and other selected employees designed to align the
interests of employees with the long-term success of the business. However, the
Committee believes that, going forward, awards of performance shares would be
more consistent with general FTSE practice and provide better line of sight
between performance conditions and executive reward.

Consequently, subject to shareholder approval at the 2011 Annual General
Meeting, the existing executive unapproved and approved share option plans will
be replaced by the Rightmove PSP. Full details of the proposed PSP are
contained in the Notice of Annual General Meeting.

The PSP will permit annual awards of nil cost options or contingent shares
worth up to 200% of salary. Ed Williams and Nick McKittrick will receive an
annual award in 2011 of 200% of salary. The level of award is intended to
reduce for awards in 2012 and 2013 concurrent with salary increases in those
years. Assuming full implementation of the proposed salary increases, their
annual grant is intended to reduce to an award over shares worth 150% of salary
by 2013.

Shares will only vest in the event of prior satisfaction of a performance
condition. The Committee has made clear in previous Remuneration Reports that
it believes EPS growth is the most appropriate type of performance condition
for this particular business at this stage in its development. However, it also
recognises that a number of shareholders believe it is important for relative
TSR to also be a performance measure in order for there to be a clear alignment
of executive and shareholder interests.
Awards to executive directors under the PSP in 2011 will, therefore, be subject
to a mixture of EPS (75% of the awards) and relative TSR (25% of the awards)
performance but with the greater weighting on EPS to reflect its particular
relevance to the performance of the business.

Relative TSR condition
The vesting schedule for the relative TSR element of executive directors' 2011
PSP awards is set out below. It is consistent with the TSR condition used for
previous grants under the share option scheme. Performance will be measured
over three financial years.

  TSR performance of the Company               % of award vesting
  relative to the FTSE 250 Index                                 
                                                    (maximum 25%)
                                                                 
             Less than the Index                               0%
                                                                 
              Equal to the Index                            6.25%
                                                                 
       25% higher than the Index                              25%
                                                                 
        Intermediate performance            Straight-line vesting

e.g. if the FTSE 250 Index's TSR was 50% over the three-year performance
period, then the Company's TSR would have to be at least 75% for all 25% of the
shares to vest.

EPS condition

Rightmove's EPS growth will be measured over a period of three financial years
(2011-2013). The EPS figure used will be equivalent to the reported diluted
underlying EPS but with a standard tax rate applied (Normalised EPS). This
Normalised EPS figure will be disclosed in the Annual Report.

The following vesting schedule will apply for executive directors' awards
granted in 2011:

           Normalised EPS growth               % of award vesting
                                                                 
              from 2011 to 2013*                    (maximum 75%)
                                                                 
                   Less than 25%                               0%
                                                                 
                             25%                           18.75%
                                                                 
                             50%                              75%
                                                                 
             Between 25% and 50%            Straight-line vesting

*Assuming no change in the enacted corporation tax rate of 27% before the end
of the three-year performance period, the benchmark Normalised EPS for the
financial year 2010 from which these growth targets will be measured is 37.2p.


The Committee regards these targets as stretching, particularly as the 2010 EPS
(the benchmark for the award) is a record high for the Company. However, the
Committee is comfortable that these targets are consistent with Company
strategy and with what the Board regards as an acceptable level of business
risk.

All existing executive share-based incentives can be satisfied from shares held
in the Rightmove Employees' Share Trust (the EBT) and shares held in treasury.
It is intended that the 2011 share-based incentive awards would also be settled 
from shares currently held in the EBT or from shares held in treasury without 
any requirement to issue further shares.

The non-executive directors do not participate in or benefit from any of the
Company's share incentive or bonus plans except that Scott Forbes received
Pre-admission options in consideration for the work involved in the IPO and in
accordance with his contractual agreement on appointment in 2005.

Executive directors are also eligible to participate in the Company's employee
Sharesave scheme. Ed Williams and Nick McKittrick both contribute the maximum
amounts permitted under the scheme which commenced on 1 November 2009 and which
matures in November 2012. Details are included in the table on page 42.

New executive director

A new executive director, Peter Brooks-Johnson, was appointed to the Board in
January 2011. The Committee has approved the following remuneration
arrangements for him:

  * A base salary for 2011 of £200,000.
   
  * An annual bonus potential of 160% of salary (up to 60% of salary in cash
    and 100% of salary in deferred shares) determined principally (70%) by
    profit before tax performance with targets set in relation to a carefully
    considered business plan and requiring significant out-performance of that
    plan to trigger maximum payments. A significant portion of the bonus (30%)
    will be determined by reference to pre-set targets for key performance
    indicators relating to underlying drivers of long-term revenue growth.
   
  * A PSP award of 125% of salary subject to the EPS and TSR targets as
    outlined on page 35.
   

Although exact figures have not been agreed at this stage and will be dependent
upon his performance in the role, the basic structure of Peter Brooks-Johnson's
remuneration is anticipated to evolve in a broadly similar manner to that of
the other directors (as outlined above). This would involve an increase to a
more industry standard salary by 2013 without any resulting material impact on
the monetary value of his bonus potential. The latter will require a reduction
in his bonus potential as a percentage of salary in 2012 and 2013 (consistent
with the other executive directors).

Shareholding requirement

To be consistent with best practice, a formal share ownership guideline applies
for executive directors requiring them to retain at least half of any future
share awards vesting as shares (after selling sufficient shares to meet the
exercise price and to pay the tax due) until they have a Rightmove shareholding
worth at least 200% of salary for the Managing Director and 100% of salary for
any other executive director. The value of the current shareholdings held by
the executive directors as a percentage of base salary is shown in the table on
page 45.

External appointments

With the approval of the Board in each case, executive directors may accept one
external appointment as a non-executive director of another public company and
retain any fees received.

Ed Williams was appointed as a non-executive director of Trader Media Group in
November 2010 and he retains his remuneration for that role. In the year to 
31 December 2010 he received fees of £5,000.

Chairman's and non-executive directors' fees

In 2009, the Board decided to increase fees for the Chairman and non-executive
directors in future years annually, directly in line with the basic level of
pay rise received by employees within the business until such time as it was
considered appropriate to conduct a wider review of non-executive director 
remuneration. Accordingly the Board approved an increase to the fees payable 
to the Chairman and non-executive directors of 4% per annum. With effect from 
1 January 2011, the Chairman is entitled to receive a fee of £104,000 per annum 
(2010: £100,000). The other non-executive directors are entitled to receive a 
fee of £41,600 per annum (2010: £40,000) for their basic role and an additional 
£5,200 fee per annum (2010: £5,000) is paid for the chairing of the Audit and 
Remuneration Committees. Jonathan Agnew is paid a further £5,200 fee per annum 
(2010: £5,000) as Senior Independent Director.

The non-executive directors' fee levels are within the limits set by the
Articles of Association of the Company. The current fee levels for the
non-executive directors with effect from 1 January 2011 are set out in the
table below:

                               Fee                      Fee    Increase in fee
                                                 year ended                   
                    1 January 2011         31 December 2010                   
                                                                              
Scott Forbes              £104,000                 £100,000                 4%
                                                                              
Jonathan Agnew             £52,000                  £50,000                 4%
                                                                              
Colin Kemp(1)              £41,600                  £40,000                 4%
                                                                              
Ashley Martin              £46,800                  £45,000                 4%
                                                                              
Judy Vezmar                £41,600                  £40,000                 4%

(1) Colin Kemp, non-executive director, waives his fee whilst employed by the
    Lloyds Banking Group, the fee having been waived in full in 2010 and
    continues to be waived as at the date of this report.
   

Directors' service contracts and non-executive directors' terms of appointment


The Committee's policy on service agreements for executive directors is that
they should provide for 12 months' notice of termination by the Company and by
the executive. Any proposals for the early termination of the service
agreements of directors or senior executives are considered by the Committee.


The service agreements for the executive directors (Ed Williams, Nick
McKittrick and Peter Brooks-Johnson (appointed on 10 January 2011)) allow 
for lawful termination of employment by making a payment in lieu of notice 
or by making phased payments over any remaining unexpired period of notice. 
The phased payments may be reduced if and to the extent that the executive 
finds an alternative remunerated position.

Scott Forbes' appointment may be terminated by either party giving to the other
not less than three months' notice in writing. The Company may also terminate
by making a payment in lieu of notice. Scott Forbes is not contractually
entitled to any other benefits on termination of his contract other than in
relation to his share options as described in the table on page 42.

The Letters of Appointment for Jonathan Agnew, Colin Kemp, Ashley Martin and
Judy Vezmar provide for a term of up to two three-year periods (subject to
re-election by shareholders) with a notice period of three months on either
side and also set out the time commitments required to meet the expectations of
their roles.


Further details of all directors' contracts and Letters of Appointment are
summarised on page 40.

Copies are available for inspection on request to the Company Secretary.


Performance graph

The first graph below compares the TSR of Rightmove's shares against the FTSE
250 Index for the period from 1 January 2009 to 31 December 2010. Specifically,
it illustrates the value of £100 invested in Rightmove's shares and in the FTSE
250 Index over that period.

This index was chosen as the comparator as Rightmove is a current constituent
of this index. It was used as a comparator in the performance condition
applying to share options granted in 2009 and 2010 and will also be used as the
criteria applied to 25% of the PSP awards to be granted in 2011, subject to
approval of the rules of the PSP by shareholders at the 2011 Annual General
Meeting.

Directors' contracts and Letters of Appointment


                                   Date of contract                            
                           Date of       /Letter of    Notice Length of service
                       appointment   Appointment(1)  (months)    at 25 February
                                                                           2011
                                                                               
                                                                               
Executive                                                                      
directors                                                                      
                                                                               
Ed Williams                                                                    
(Managing              19 December  7 February 2006        12 10 years 2 months
Director)                     2000                                             
                                                                               
Nick McKittrick(2)    5 March 2004  7 February 2006        12 6 years 11 months
                                                                               
Peter              10 January 2011 22 February 2011        12           1 month
Brooks-Johnson(3)                                                              
                                                                               
Non-executive                                                                  
directors                                                                      
                                                                               
Scott Forbes          13 July 2005 21 February 2006         3  5 years 7 months
(Chairman)                                                                     
                                                                               
Jonathan Agnew                                                                 
(Senior            16 January 2006 12 December 2005         3   5 years 1 month
Independent                                                                    
Director)                                                                      
                                                                               
Colin Kemp             3 July 2007  4 December 2007         3  3 years 7 months
                                                                               
Ashley Martin         11 June 2009     11 June 2009         3   1 year 8 months
                                                                               
Judy Vezmar        16 January 2006 12 December 2005         3   5 years 1 month
                                                                               
Former directors                                                       Date of 
                                                                    resignation
                                                                               
Stephen Shipperley(4) 30 June 2000   1 January 2009         3  31 December 2010
                                                                            

(1) The contracts of employment and the Letters of Appointment for all
directors with the exception of Peter Brooks-Johnson (who was appointed to the
Board on 10 January 2011) were transferred from Rightmove Group Limited to
Rightmove plc with effect from 28 January 2008 on completion of a Scheme of
Arrangement under the Companies Act 1985.

(2) Nick McKittrick joined the Group in December 2000 and was appointed to the
Board on 5 March 2004. His service with the Group at the date of this report is
10 years and 2 months.

(3) Peter Brooks-Johnson was appointed to the Board on 10 January 2011. His
service with the Group at the date of this report is
5 years and 1 month.

(4) Stephen Shipperley, non-executive director, retired from the Board on
31 December 2010.


Part II (Audited)

Directors' remuneration

The remuneration of the directors of the Company during the year for time
served as a director is as follows:

                                                                              
                                                                              
                                      
  2010                     Basic        2010           
                        salary /  cash bonus Benefits in                      
                            fees  payable(1)     kind(2) 2010 total 2009 total
                               £           £           £          £          £
                                                                             
                                                                              
Executive directors                                                           
                                                                              
Ed Williams                                                                   
(Managing Director)      217,239     162,929       1,083    381,251 366,536(3)
                                                                              
Nick McKittrick          217,239     162,929       1,083    381,251 366,490(3)
                                                                              
Non-executive                                                                 
directors                                                                     
                                                                              
Scott Forbes             100,000           -           -    100,000    90,000  
(Chairman)                                                                    
                                                                              
Jonathan Agnew                                                                
(Senior Independent       50,000           -           -     50,000    45,000
Director)                                                                     
                                                                              
Colin Kemp(4)                  -           -           -          -         -
                                                                              
Ashley Martin             45,000           -           -     45,000  22,154(5)
                                                                              
Judy Vezmar               40,000           -           -     40,000    35,000  
                                                                              
Former directors                                                              
                                                                              
Stephen Shipperley(6)     40,000           -           -     40,000    35,000  
                                                                           

(1) Bonus relates to the accrued cash payment in respect of the Full Year
results for the year ended 31 December 2010. In addition to the 2010 cash bonus
noted above an award of deferred shares worth 125% of salary will be granted to
Ed Williams and Nick McKittrick respectively under the Deferred Share Plan in
March 2011 and vesting in 2013. The bonus payment reflects the increase in
underlying operating profit and strong share price performance in the year, the
sale of new products to estate agency customers launched at the end of 2009 and
the retention of all of Rightmove's key customers. The Committee believes the
resulting bonus payment is appropriate in the context of the business
performance against business targets and relative to prevailing market
conditions in the property and media industries.

(2) Benefits in kind for the executive directors relate to private medical
insurance.

(3) On 5 March 2010, Ed Williams and Nick McKittrick were awarded 39,205 and
31,364 deferred shares respectively under the Deferred Share Plan which vest in
2012. The monetary value of these awards was £261,105 for Ed Williams and 
£208,884 for Nick McKittrick. The awards related to the bonus in respect of the
Full Year Results for the year ended 31 December 2009 and were calculated based
upon a share price of £6.66. The awards are included in the table on page 42.

(4) Colin Kemp waives his fee whilst employed by the Lloyds Banking Group, the
fee having been waived in full in 2010 and continues to be waived as at the
date of this report.

(5) Ashley Martin was appointed to the Board on 11 June 2009. The fee received
in 2009 was from his appointment date to 31 December 2009.

(6) Stephen Shipperley, non-executive director, resigned from the Board on
31 December 2010.


Share-based incentives held by the directors and not exercised as at 
31 December 2010

            Date granted    Share-based  Granted Exercise Exercised Price at Share-based  Vesting   Expiry
                             incentives  in year    price   in year  date of incentives   date(1)     date
                                   held                             exercise     held at                  
                              1 January                                      31 December                  
                                   2010                                             2010                  
                                                                                                          
Executive directors                                                                                       
                                                                                                          
Ed Williams    14/3/2006          7,317        -    £4.10         -        -    7,317(1)  Between    13/3/
(Managing     (Approved)                                                                    14/3/     2016
Director)                                                                                2009 and         
                                                                                            14/3/         
                                                                                             2011         
                                                                                                          
               15/3/2006      1,681,412        -    £3.35         -        -   1,681,412  Between    14/3/
            (Unapproved)                                                             (1)    15/3/     2016
                                                                                         2009 and         
                                                                                            15/3/         
                                                                                             2011         
                                                                                                          
                5/3/2009     373,007(2)        -    £2.24         -        -     373,007 5/3/2012 4/3/2019
            (Unapproved)                                                                                  
                                                                                                          
               1/10/2009          2,135        -    £4.25         -        -       2,135    1/11/    30/4/
             (Sharesave)                                                                     2012     2013
                                                                                                          
                5/3/2010            - 130,474(5)    £6.66         -        -     130,474 5/3/2013 4/3/2020
            (Unapproved)                                                                               
                                                                                                          
                5/3/2010            -  39,205(6)    £0.00         -        -      39,205 5/3/2012 4/3/2013
               (Deferred                                                                               
             Share Plan)                                                                                  
                                                                                                          
Total                         2,063,871  169,679        -         -        -   2,233,550                  
                                                                                                          
Nick           14/3/2006          7,317        -    £4.10         -        -    7,317(1)  Between    13/3/
McKittrick    (Approved)                                                                    14/3/     2016
                                                                                         2009 and         
                                                                                            14/3/         
                                                                                             2011         
                                                                                                          
               15/3/2006        987,047        -    £3.35         -        -  987,047(1)  Between    14/3/
            (Unapproved)                                                                    15/3/     2016
                                                                                         2009 and         
                                                                                            15/3/         
                                                                                             2011         
                                                                                                          
              10/10/2007      75,000(3)        -    £5.22         -        -      75,000    15/3/    9/10/
            (Unapproved)                                                                     2011     2017
                                                                                                          
                5/3/2009     279,755(2)        -    £2.24         -        -     279,755 5/3/2012 4/3/2019
            (Unapproved)                                                                                  
                                                                                                          
               1/10/2009          2,135        -    £4.25         -        -       2,135    1/11/    30/4/
             (Sharesave)                                                                     2012     2013
                                                                                                          
                5/3/2010            - 114,165(5)    £6.66         -        -     114,165 5/3/2013 4/3/2020
            (Unapproved)                                                                               
                                                                                                          
                5/3/2010            -  31,364(6)    £0.00         -        -      31,364 5/3/2012 4/3/2013
               (Deferred                                                                               
             Share Plan)                                                                                  
                                                                                                          
Total                         1,351,254  145,529        -         -        -   1,496,783                  
                                                                                                          
Non-executive director                                                                                    
                                                                                                          
Scott                                                                                     Between         
Forbes         15/3/2006                                                                    15/3/         
(Chairman)  (Unapproved)      1,138,729        -    £3.35         -      -  1,138,729(4) 2007 and     14/3/
                                                                                            15/3/     2016
                                                                                             2009     

(1) 1,981,412 and 987,047 pre-admission options were granted to Ed Williams and
Nick McKittrick in March 2006 under the Rightmove Unapproved Executive Share
Option Plan and the Rightmove Approved Executive Share Option Plan and vest as
to one third of the number of option shares on each of the third, fourth and
fifth anniversaries of the date of the option grant. Of the 987,047 unapproved
options outstanding for Nick McKittrick as at 31 December 2010, 658,031 options
have vested and are eligible for exercise. Following the vesting of one third
of the options in March 2009, Ed Williams exercised 300,000 of the vested
options in November 2009. Of the 1,681,412 unapproved options outstanding as at
31 December 2010, 1,020,942 have vested and are eligible for exercise. Of the
7,317 approved options outstanding as at 31 December 2010, 4,878 options have
vested and are eligible for exercise.

(2) The options granted on 5 March 2009 are exercisable on 5 March 2012 at an
exercise price of £2.24, subject to 100% TSR performance criteria based upon
the performance of Rightmove's shares against the FTSE 250 Index for the period
from 1 January 2009 to 31 December 2011.

TSR performance of the Company relative                2009 options exercisable
                                 to the                                        
                         FTSE 250 Index                                        
                                                                               
                    Less than the Index                                      0%
                                                                               
                     Equal to the Index                                     25%
                                                                               
              25% higher than the Index                                    100%
                                                                               
               Intermediate performance                   Straight-line vesting

If the FTSE 250 Index's TSR was 50% over the three-year performance period,
then the Company's TSR would have to be at least 75% for all of the 2009
options to be exercisable.

(3) The options granted on 10 October 2007 are exercisable on 15 March 2011 at
an exercise price of £5.22 subject to the basic EPS per the audited
consolidated financial statements for the Group for the year ended 31 December
2010 being not less than 30p.

(4) Pre-admission options granted to Scott Forbes under the Rightmove
Unapproved Executive Share Option Plan, vest as to one third of the number of
option shares on each of the first, second and third anniversaries of the date
of the option grant. All options outstanding as at 31 December 2010 have vested
and are eligible for exercise.

(5) The options granted on 5 March 2010 are exercisable on 5 March 2013 at an
exercise price of £6.66 subject to the following performance conditions:

The vesting of 50% of the 2010 award will be dependent on a relative subject
TSR performance criteria based upon the performance of Rightmove's shares
against the FTSE 250 Index for the period from 1 January 2010 to
31 December 2012.

TSR performance of the Company relative                2010 options exercisable
                                 to the                                        
                         FTSE 250 Index                           (maximum 50%)
                                                                               
                    Less than the Index                                      0%
                                                                               
                     Equal to the Index                                   12.5%
                                                                               
              25% higher than the Index                                     50%
                                                                               
               Intermediate performance                   Straight-line vesting

If the FTSE 250 Index's TSR was 50% over the three-year performance period,
then the Company's TSR would have to be at least 75% for all 50% of the options
to be exercisable.

The vesting of 50% of the 2010 award will be dependent on the satisfaction of
the Group's Normalised EPS growth for the period 1 January 2010 to 31 December
2012.

Normalised EPS growth from  2010 options exercisable  2010 options exercisable
              2010 to 2012                                                    
                                up to 200% of salary       over 200% of salary
                                                                              
                       25%                        0%                        0%
                                                                              
                       45%                   In full                        0%
                                                                              
                       65%                        0%                   In full
                                                                              
  Intermediate performance     Straight-line vesting    Straight- line vesting

Assuming no change in the standard corporation tax rate before the end of the
three-year performance period, the benchmark EPS for the financial year 2009
from which these growth targets will be measured is 26.7p.

(6) On 5 March 2010, Ed Williams and Nick McKittrick were awarded 39,205 and
31,364 deferred shares respectively under the Deferred Share Plan which vest in
2012. The monetary value of these awards was £261,105 and £208,884 respectively
and calculated by reference to a share price of £6.66.


Directors' interests in shares

The interests (both beneficial and family interests) of the directors in office
at 31 December 2010 in the share capital of the Company were as follows:

                         Interests in                    Interests in          
                   ordinary shares of £0.01         share-based incentives     
                                                                               
                             At              At               At             At
               31 December 2010  1 January 2010 31 December 2010 1 January 2010
                                                                               
Executive                                                                      
directors                                                                      
                                                                               
Ed Williams                                                  
(Managing             1,374,178       2,407,995        2,233,550      2,063,871
Director)                                                               
                                                                               
Nick                    129,000         129,000        1,496,783      1,351,254
McKittrick                                                                     
                                                                               
Non-executive                                                                  
directors                                                                      
                                                                               
Scott Forbes                                                                   
(Chairman)              619,300         619,300        1,138,729      1,138,729
                                                                               
Jonathan Agnew                                                                 
(Senior                                                                        
Independent              30,000          30,000                -              -
Director)                                                                      
                                                                               
Colin Kemp                    -               -                -              -
                                                                               
Ashley Martin             2,060           2,060                -              -
                                                                               
Judy Vezmar              31,343          31,343                -              -


The Company's shares in issue (including 2,505,430 shares held in treasury) as
at 31 December 2010 comprised 114,761,434 (2009: 118,923,411) ordinary shares of 
£0.01 each.

The mid-market share price of the Company was £5.04 as at 1 January 2010 and
was £7.79 as at 31 December 2010. The mid-market high and low share prices of
the Company were £8.30 (28 October 2010) and £4.95 (27 January 2010) respectively 
in the year.

The executive directors are regarded as being interested, for the purposes of
the Companies Act 2006, in 6,322,329 (2009: 7,418,874) ordinary shares of £0.01
each in the Company currently held by the EBT as they are, together with other
employees, potential beneficiaries of the EBT.

The directors' beneficial holdings represent 2.0% of the Company's shares in
issue as at 31 December 2010 (2009: 2.8%) (excluding shares held in treasury).

There have been no changes to the above interests between the year end and the
date of this report.

Peter Brooks-Johnson (appointed 10 January 2011) holds 4,543 ordinary shares of
£0.01 each in the Company.

The interests of the executive directors in office at 31 December 2010 in the
share capital of the Company as a percentage of basic salary were as follows:

                                                                                
                               Number of shares         Value of Value of shares
                  Basic salary          held at        shares at as a % of basic
              31 December 2010 31 December 2010 31 December 2010          salary
                                                                                
Executive                                                                       
directors                                                                       
                                                                                
Ed Williams                                                            
(Managing             £217,239        1,374,178      £10,705,000          4,928%
Director)                                                                       
                                                                                
Nick                  £217,239          129,000       £1,005,000            463%
McKittrick                                                                      


Jonathan Agnew
Chairman, Remuneration Committee

25 February 2011

Auditor's Report

Independent auditor's report to the members of Rightmove plc

We have audited the financial statements of Rightmove plc for the year ended 31
December 2010 set out on pages 48 to 87. The financial reporting framework that
has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the EU and, as regards the
parent Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.

This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members, as a body, for our
audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement set out on
page 28, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit, and express an opinion on, the financial statements
in accordance with applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the Auditing Practices
Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on
the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

In our opinion:

  * the financial statements give a true and fair view of the state of the
    Group's and of the parent Company's affairs as at 31 December 2010 and of
    the Group's profit for the year then ended;
   
  * the Group financial statements have been properly prepared in accordance
    with IFRSs as adopted by the EU;
   
  * the parent Company financial statements have been properly prepared in
    accordance with IFRSs as adopted by the EU and as applied in accordance
    with the provisions of the Companies Act 2006; and
   
  * the financial statements have been prepared in accordance with the
    requirements of the Companies Act 2006 and, as regards the group financial
    statements, Article 4 of the IAS Regulation.
   

Opinion on other matters prescribed by the Companies Act 2006
In our opinion:

  * the part of the Directors' Remuneration Report to be audited has been
    properly prepared in accordance with the Companies Act 2006;
   
  * the information given in the Directors' Report for the financial year for
    which the financial statements are prepared is consistent with the
    financial statements; and
   
  * information given in the Corporate Governance Statement set out on pages 21
    to 28 with respect to internal control and risk management systems in
    relation to financial reporting processes and about share capital
    structures is consistent with the financial statements.
   

Matters on which we are required to report by exception

We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our
opinion:

  * adequate accounting records have not been kept by the parent Company, or
    returns adequate for our audit have not been received from branches not
    visited by us; or
   
  * the parent Company financial statements and the part of the Directors'
    Remuneration Report to be audited are not in agreement with the accounting
    records and returns; or
   
  * certain disclosures of directors' remuneration specified by law are not
    made; or
   
  * we have not received all the information and explanations we require for
    our audit; or
   
  * a Corporate Governance Statement has not been prepared by the Company.
   

Under the Listing Rules we are required to review:

  * the directors' statement, set out on page 28, in relation to going concern;
   
  * the part of the Corporate Governance Statement on pages 21 to 28 relating
    to the Company's compliance with the nine provisions of the June 2008
    Combined Code specified for our review; and
   
  * certain elements of the report to shareholders by the Board on directors'
    remuneration.
   

SJ Wardell (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor

Chartered Accountants
Altius House
One North Fourth Street
Milton Keynes, MK9 1NE

25 February 2011


                CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                 
                      FOR THE YEAR ENDED 31 DECEMBER 2010                      

                                                                   Restated (1)
                                             Year ended              Year ended
                                       31 December 2010        31 December 2009
                                                                               
                           Note                    £000                    £000
                                                                               
Continuing operations                                                          
                                                                               
Revenue                      2                   81,556                  64,521
                                                                               
Administrative expenses                        (29,490)                (27,121)
                                                                               
Operating profit before                                                        
share-based payments and                                                       
NI on share-based                                56,563                  40,606
incentives                                                                     
                                                                               
Share-based payments        25                  (1,846)                 (1,896)
                                                                               
NI on share-based           25                  (2,651)                 (1,310)
incentives                                                                     
                                                                               
                                                                               
Operating profit             6                   52,066                  37,400
                                                                               
Financial income             8                      171                     194
                                                                               
Financial credit/            9                        8                 (1,086)
(expenses)                                                                     
                                                                               
Net financial income/                               179                   (892)
(expenses)                                                                      
                                                                               
Profit before tax                                52,245                  36,508
                                                                               
Income tax expense          10                 (13,710)                 (7,420)
                                                                               
Profit from continuing                           38,535                  29,088
operations                                                                     
                                                                               
Discontinued operation                                                         
                                                                               
Profit from discontinued                                                       
operation                   11                   19,467                     939
(net of income tax)                                                            
                                                                               
Profit for the year being                                                      
total comprehensive income                       58,002                  30,027
                                                                               
Attributable to:                                                               
Equity holders of the                            58,002                  30,027
Parent                                                                         
                                                                               
Earnings per share (pence)                                                     
                                                                               
Basic                       12                    53.69                   27.52
                                                                               
Diluted                     12                    52.08                   27.18
                                                                               
Earnings per share - continuing operations (pence)                             
                                                                               
Basic                       12                    35.67                   26.66
                                                                               
Diluted                     12                    34.60                   26.33
                                                                               
Dividends per share         13                    12.00                   10.00
(pence)                                                                        
                                                                               
Total dividends             13                   12,957                  10,894
                                                                               




(1) Comparative figures have been restated to reflect the treatment of the
Holiday Lettings segment as a discontinued operation. For details refer to 
Note 11.


                 CONSOLIDATED STATEMENT OF FINANCIAL POSITION                  
                            AS AT 31 DECEMBER 2010                             
                                                                               

                           Note        31 December 2010       31 December 2009
                                                   £000                   £000
                                                                              
Non-current assets                                                            
                                                                              
Property, plant and         14                    1,488                  1,393
equipment                                                                     
                                                                              
Intangible assets           15                    1,463                 14,314
                                                                              
Trade and other             17                    1,000                      -
receivables                                                                   
                                                                              
Contingent consideration    11                      667                      -
                                                                              
Deferred tax assets         22                    6,675                  2,722
                                                                              
Total non-current assets                         11,293                 18,429
                                                                              
Current assets                                                                
                                                                              
Trade and other             17                   11,865                  9,421
receivables                                                                   
                                                                              
Contingent consideration    11                    4,437                      -
                                                                              
Cash and cash equivalents   18                   23,148                 25,893
                                                                              
Total current assets                             39,450                 35,314
                                                                              
Total assets                                     50,743                 53,743
                                                                              
Current liabilities                                                           
                                                                              
Loans and borrowings        20                        -                (5,000)
                                                                              
Trade and other payables    19                 (15,989)               (13,861)
                                                                              
Income tax payable          10                  (6,890)                (5,203)
                                                                              
Deferred consideration      11                        -                (8,909)
                                                                              
Provisions                  21                        -                    (6)
                                                                              
Total current liabilities                      (22,879)               (32,979)
                                                                              
Non-current liabilities                                                       
                                                                              
Loans and borrowings        20                        -               (17,500)
                                                                              
Deferred tax liabilities    22                        -                   (71)
                                                                              
Total non-current                                                    
liabilities                                           -               (17,571)         
                                                                              
Net assets                                                               
                                                 27,864                  3,193     
                                                                              
Equity                                                                        
                                                                              
Share capital             23,24                   1,147                  1,189
                                                                              
Other reserves              24                      285                    243
                                                                              
Retained earnings           24                   26,432                  1,761
                                                                              
Total equity attributable   24                                                
to the equity holders of                         27,864                  3,193
the Parent                                                                    


The financial statements were approved by the Board of directors on 
25 February 2011 and were signed on its behalf by:

Ed Williams
Director

Nick McKittrick
Director

                    COMPANY STATEMENT OF FINANCIAL POSITION                    
                            AS AT 31 DECEMBER 2010                             

                            Note        31 December 2010       31 December 2009
                                                    £000                   £000
                                                                               
Non-current assets                                                             
                                                                               
Investments                  16                  539,304                538,501
                                                                               
Deferred tax assets          22                    5,142                  1,896
                                                                               
Total non-current assets                         544,446                540,397
                                                                               
Current assets                                                                 
                                                                               
Cash and cash equivalents    18                        -                  5,424
                                                                               
Total current assets                                   -                  5,424
                                                                               
Total assets                                     544,446                545,821
                                                                               
Current liabilities                                                            
                                                                               
Loans and borrowings         20                        -                (5,000)
                                                                               
Trade and other payables     19                 (25,652)               (62,933)
                                                                               
Total current liabilities                       (25,652)               (67,933)
                                                                               
Non-current liabilities                                                        
                                                                               
Loans and borrowings         20                        -               (17,500)
                                                                               
Total non-current                                      -               (17,500)
liabilities                                                                    
                                                                               
                                                                               
Net assets                                       518,794                460,388
                                                                               
Equity                                                                         
                                                                               
Share capital               23,24                  1,147                  1,189
                                                                               
Other reserves               24                  105,960                105,116
                                                                               
Retained earnings            24                  411,687                354,083
                                                                               
Total equity attributable    24                                                
to the equity holders of                         518,794                460,388
the Parent                                                                     


The financial statements were approved by the Board of directors on 25 February
2011 and were signed on its behalf by:

Ed Williams
Director

Nick McKittrick
Director


                     CONSOLIDATED STATEMENT OF CASH FLOWS                      
                      FOR THE YEAR ENDED 31 DECEMBER 2010                      

                                    Note          Year ended         Year ended
                                                                               
                                            31 December 2010   31 December 2009
                                                        £000               £000
                                                                               
Cash flows from operating                                                      
activities                                                                     
                                                                               
Profit for the year                                   58,002             30,027
                                                                               
Adjustments for:                                                               
                                                                               
Depreciation charges                 14                  575                646
                                                                               
Amortisation charges                 15                  336                482
                                                                               
Loss on disposal of property, plant                       76                 94
and equipment                                                                  
                                                                               
Loss on disposal of intangible                             1                  -
assets                                                                         
                                                                               
Financial income                      8                (171)              (199)
                                                                               
Financial (credit)/ expenses          9                  (8)              1,088
                                                                               
Share-based payments charge          25                1,846              1,896
                                                                               
Gain on sale of discontinued         11             (18,691)                  -
operation (net of income tax)                                                  
                                                                               
Income tax expense                   10               14,014              7,794
                                                                               
Operating cash flow before changes                    55,980             41,828
in working capital                                                             
                                                                               
(Increase)/decrease in trade and                     (2,734)              3,199
other receivables                                                              
                                                                               
Increase in trade and other                            5,585              1,225
payables                                                                       
                                                                               
Increase/(decrease) in provisions                          4                (7)
                                                                               
Cash generated from operations                        58,835             46,245
                                                                               
Interest paid                                          (136)              (744)
                                                                               
Income taxes paid                                   (12,198)           (10,783)
                                                                               
Net cash from operating activities                    46,501             34,718
                                                                               
Cash flows from investing                                                      
activities                                                                     
                                                                               
Interest received                                        109                206
                                                                               
Acquisition of property, plant and   14                (906)              (250)
equipment                                                                      
                                                                               
Acquisition of intangible assets     15                (245)               (28)
                                                                               
Proceeds on disposal of property,                         15                  -
plant and equipment                                                            
                                                                               
Disposal of discontinued operation   11                                       -
(net of cash disposed of)                             13,284                   
                                                                               
Net cash from/ (used in) investing                    12,257               (72)
activities                                                                     
                                                                               
Cash flows from financing                                                      
activities                                                                     
                                                                               
Dividends paid                       13             (12,957)           (10,894)
                                                                               
Subsidiary dividends paid to         13                (300)              (870)
minority shareholders                                                          
                                                                               
Purchase of shares for cancellation  24             (29,358)            (5,452)
                                                                               
Purchase of shares by The Rightmove  24                    -            (2,401)        
Employees' Share Trust (EBT)                                           
                                                                                                
Share related expenses               24                (206)               (56)
                                                                               
Proceeds on exercise of share        24                3,893              5,408
options                                                                        
                                                                               
Repayment of borrowings              20             (22,500)           (17,250)
                                                                               
Debt issue costs                                        (75)              (125)
                                                                               
Net cash used in financing                          (61,503)           (31,640)
activities                                                                     
                                                                               
Net (decrease)/increase in cash and                                            
cash equivalents                                     (2,745)              3,006
                                                                               
Cash and cash equivalents at                          25,893             22,887
1 January                                                                      
                                                                               
                                                                               
Cash and cash equivalents at         18               23,148             25,893
31 December                                                                    

                                                                               
                                                                               
                        COMPANY STATEMENT OF CASH FLOWS                        
                      FOR THE YEAR ENDED 31 DECEMBER 2010                      
                                                                               
                                                                               

                                                  Year ended         Year ended
                                    Note    31 December 2010   31 December 2009
                                                        £000               £000
                                                                               
Cash flows from operating                                                      
activities                                                                     
                                                                               
Profit/(loss) for the year           24               96,093            (4,315)
                                                                               
Adjustments for:                                                               
                                                                               
Financial income                                    (99,904)               (91)
                                                                               
Financial expenses                                       759              1,624
                                                                               
Share-based payments charge          25                1,043              1,063
                                                                               
Income tax credit                                    (1,444)              (673)
                                                                               
Operating cash flow before changes                   (3,453)            (2,392)
in working capital                                                             
                                                                               
Increase in trade and other                           63,112             25,275
payables                                                                       
                                                                               
Cash generated from operations                        59,659             22,883
                                                                               
Interest paid                                           (69)              (669)
                                                                               
Net cash from operating activities                    59,590             22,214
                                                                               
Cash flows from investing                                                      
activities                                                                     
                                                                               
Interest received                                          7                 91
                                                                               
Net cash from investing activities                         7                 91
                                                                               
Cash flows from financing                                                      
activities                                                                     
                                                                               
Dividends paid                       13             (12,957)           (10,894)
                                                                               
Purchase of shares for cancellation  24             (29,358)            (5,452)
                                                                               
Share related expenses               24                (206)               (38)
                                                                               
Repayment of borrowings              20             (22,500)           (17,250)
                                                                               
Debt issue costs                                           -              (125)
                                                                               
Net cash used in financing                          (65,021)           (33,759)
activities                                                                     
                                                                               
                                                                               
Net decrease in cash and cash                        (5,424)           (11,454)
equivalents                                                                    
                                                                               
Cash and cash equivalents at                           5,424             16,878
1 January                                                                        
                                                                               
                                                                               
Cash and cash equivalents at         18                    -              5,424
31 December                                                                    

                                                                               
                                                                               
                                                                                        
                                     EBT                       Reverse                  
                          Share   shares Treasury    Other acquisition Retained    Total
                        capital  reserve shares £ reserves     reserve earnings   equity
                   Note    £000     £000      000                          £000         
                                                      £000        £000              £000
                                                                                        
At 1 January 2009         1,201 (17,149) (11,917)       93         138   12,125 (15,509)
                                                                                        
Total                                                                                   
comprehensive                                                                           
income                                                                                  
                                                                                        
Profit for the                -        -        -        -           -   30,027   30,027
year                                                                                    
                                                                                        
Transactions with                                                                       
owners recorded                                                                         
directly in equity                                                                      
                                                                                        
Equity settled       25                                                                 
share-based                   -        -        -        -           -    1,896    1,896
incentives charge                                                                       
                                                                                        
Tax in respect of    22       -                                                         
share-based                            -        -        -           -                  
incentives                                                                  174      174
recognised                                                                              
directly in equity                                                                      
                                                                                        
Dividends to         13       -        -        -        -           - (10,894) (10,894)
shareholders                                                                            
                                                                                        
Exercise of share    24       -    3,365        -        -           -    2,043    5,408
options                                                                                 
                                                                                        
Purchase of own      24       -  (2,401)        -        -           -        -  (2,401)
shares                                                                                  
                                                                                        
Cancellation of      24    (12)        -        -       12           -  (5,452)  (5,452)
own shares                                                                              
                                                                                        
Share related        24       -        -        -        -           -     (56)     (56)
expenses                                                                                
                                                                                        
                          1,189 (16,185) (11,917)      105         138                  
At                                                                       29,863    3,193
31 December 2009                                                                        
                                                                                        
At 1 January 2010         1,189 (16,185) (11,917)      105         138   29,863    3,193
                                                                                        
Total                                                                                   
comprehensive                                                                           
income                                                                                  
                                                                                        
Profit for the                -        -        -        -           -   58,002   58,002
year                                                                                    
                                                                                        
Transactions with                                                                       
owners recorded                                                                         
directly in equity                                                                      
                                                                                        
Equity settled       25                                                                 
share-based                   -        -        -        -           -    1,846    1,846
incentives charge                                                                       
                                                                                        
Tax in respect of    22                                                                 
share-based                                                                             
incentives                    -        -        -        -           -    3,451    3,451
recognised                                                                              
directly in equity                                                                      
                                                                                        
Dividends to         13       -        -        -        -           - (12,957) (12,957)
shareholders                                                                            
                                                                                        
Exercise of share    24       -    2,248        -        -           -    1,645    3,893
options                                                                                 
                                                                                        
Cancellation of      24    (42)        -        -       42           - (29,358) (29,358)
own shares                                                                              
                                                                                        
Share related        24       -        -        -        -           -    (206)    (206)
expenses                                                                                
                                                                                        
                                                                                        
At 31 December 2010       1,147 (13,937) (11,917)      147         138   52,286   27,864
                                                                                      




             COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY              
                      FOR THE YEAR ENDED 31 DECEMBER 2010                      

                                                                                
                                                       Reverse                  
                           Share Treasury    Other acquisition Retained    Total
                         capital   shares reserves     reserve earnings   equity
                    Note             £000                          £000         
                            £000              £000        £000              £000
                                                                                
At 1 January 2009          1,201 (11,917)      751     103,520  384,413  477,968
                                                                                
Total comprehensive                                                             
income                                                                          
                                                                                
Loss for the year              -        -        -           -  (4,315)  (4,315)
                                                                                
Transactions with                                                               
owners recorded                                                                 
directly in equity                                                              
                                                                                
Equity settled                                                                  
share-based           25       -        -        -           -    1,063    1,063
incentives charge                                                               
                                                                                
Tax in respect of     22       -        -        -           -    1,223    1,223
share-based                                                                     
incentives                                                                      
recognised directly                                                             
in equity                                                                       
                                                                                
Capital                        -        -      833           -        -      833
contribution                                                                    
                                                                                
Dividends to          13       -        -        -           - (10,894) (10,894)
shareholders                                                                    
                                                                                
Cancellation of own   24    (12)        -       12           -  (5,452)  (5,452)
shares                                                                          
                                                                                
Share related         24       -        -        -           -     (38)     (38)
expenses                                                                        
                                                                                
                                 (11,917)                                       
At 31 December 2009        1,189             1,596     103,520  366,000  460,388
                                                                                
At 1 January 2010          1,189 (11,917)    1,596     103,520  366,000  460,388
                                                                                
Total comprehensive                                                             
income                                                                          
                                                                                
Profit for the year            -        -        -           -   96,093   96,093
                                                                                
Transactions with                                                               
owners recorded                                                                 
directly in equity                                                              
                                                                                
Equity settled                                                                  
share-based           25       -        -        -           -    1,043    1,043
incentives charge                                                               
                                                                                
Tax in respect of     22                                                        
share-based                                                                     
incentives                     -        -        -           -    2,988    2,988
recognised directly                                                             
in equity                                                                       
                                                                                
Capital               24       -        -      803           -        -      803
contribution                                                                    
                                                                                
Dividends to          13       -        -        -           - (12,957) (12,957)
shareholders                                                                    
                                                                                
Cancellation of own   24    (42)        -       42           - (29,358) (29,358)
shares                                                                          
                                                                                
Share related         24       -        -        -           -    (206)    (206)
expenses                                                                        
                                                                                
                                                                                
At 31 December 2010        1,147 (11,917)    2,441     103,520  423,603  518,794




NOTES FORMING PART OF THE FINANCIAL STATEMENTS

1 General information
Rightmove plc (the Company) is a company registered in England (Company no.
6426485) domiciled in the United Kingdom (UK). The consolidated financial
statements of the Company as at and for the year ended 31 December 2010
comprise the Company and its interest in its subsidiaries (together referred to
as the Group). Its principal business is the operation of the Rightmove.co.uk
website, which is the UK's largest property website.

The consolidated financial statements of the Group as at and for the year ended
31 December 2010 are available upon request to the Company Secretary from the
Company's registered office at 4th Floor, 33 Soho Square, London, W1D 3QU
or from the investor relations website at www.rightmove.co.uk/investors.rsp.

Statement of compliance
The consolidated and Company financial statements have been prepared and
approved by the Board of directors in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union (Adopted IFRSs)
and issued by the International Accounting Standards Board (IASB).

The consolidated financial statements were authorised for issue by the Board of
directors on 25 February 2011.

Basis of preparation
On publishing the Company financial statements here together with the Group
financial statements, the Company is taking advantage of the exemption in s408
of the Companies Act 2006 not to present its individual statement of
comprehensive income and related notes that form a part of these approved
financial statements.

On 21 June 2010 the Group disposed of its 66.7% shareholding in Holiday
Lettings (Holdings) Limited (HLHL), which owned 100% of the shares in the
trading entity Holiday Lettings Limited (HLL), (together referred to as the
Holiday Lettings segment) to TripAdvisor Limited. The Group has restated the
comparatives within the consolidated statement of comprehensive income to
reflect the Holiday Lettings segment as a discontinued operation following its
disposal (refer Note 11).

The accounting policies set out below have been consistently applied to all the
periods presented, unless otherwise stated.

The financial statements have been prepared on an historical cost basis.

Changes in accounting policies
The accounting policies applied by the Group in these consolidated financial
statements are in accordance with Adopted IFRSs and except as described below
are the same as those applied by the Group in its consolidated financial
statements as at and for the year ended 31 December 2009.

The following new standards and amendments to standards are mandatory for the
first time for the financial year beginning 1 January 2010:
(i) Revised IFRS 3 Business Combinations (2008) incorporates the following
changes that may be relevant to the Group's operations:

  * The definition of a business has been broadened, which is likely to result
    in more acquisitions being treated as business combinations;
   
  * Contingent consideration will be measured at fair value, with subsequent
    changes therein recognised in profit or loss;
   
  * Transaction costs, other than share and debt issue costs, will be expensed
    as incurred;
   
  * Any pre-existing interest in the acquiree will be measured at fair value
    with the gain or loss recognised in profit or loss; and
   
  * Any non-controlling (minority) interest will be measured at either fair
    value, or at its proportionate interest in the identifiable assets and
    liabilities of the acquiree, on a transaction by transaction basis.
   
Revised IFRS 3 is applied prospectively and as there have been no acquisitions
in the year ended 31 December 2010 there has been no impact on the financial
statements or reported earnings per share.

(ii) Amended IAS 27 Consolidated and Separate Financial Statements (2008)
requires accounting for changes in ownership interests by the Group in a
subsidiary, while maintaining control, to be recognised as an equity
transaction. When the Group loses control of a subsidiary, any interest
retained in the former subsidiary will be measured at fair value with the gain
or loss recognised in profit or loss. The amendments to IAS 27, which became
mandatory for the Group's 2010 consolidated financial statements, have not had
any impact on the consolidated financial statements.

Going concern
During 2009, the Group converted £25,000,000 of a revolving loan facility into
a five-year term loan. In February 2010 a decision was made to repay the term
loan early thereby extinguishing the debt. Post repayment of the term loan, the
Group was debt free and continued to generate significant cash and has net cash
balances of £23,148,000 at 31 December 2010 (2009: £3,393,000).

The Group entered into an agreement with Barclays Bank Plc for a £10,000,000
uncommitted money market loan on 15 February 2010. No amount was drawn under
this facility during the year and the loan was extended on 11 February 2011 for
a further 12 month period.

The Group met all banking covenant requirements in relation to the term loan
during the year.

After making enquiries, the Board of directors has a reasonable expectation
that the Group and the Company have adequate resources and banking facilities
to continue in operational existence for the foreseeable future. Accordingly,
the Board of directors continues to adopt the going concern basis in preparing
the annual report and financial statements.

Further information regarding the Group's business activities, together with
the factors likely to affect its future development, performance and position
are set out in the Business and Financial Review on pages 5 to 11. The
financial position of the Group, its cash flows, liquidity position and
borrowing facilities are described in the Financial Position on pages 9 to 11.
In addition Note 4 to the financial statements includes the Group's objectives,
policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and its exposures to credit
risk and liquidity risk.

Capital structure
The Company was incorporated and registered in England and Wales on
14 November 2007 under the Companies Act 1985 as a private company limited by
shares with the name Rightmove Group Limited, registered no. 6426485. The
Company was re-registered as a public limited company under the name
Rightmove Group plc on 29 November 2007. On 28 January 2008 the Company became
the holding company of Rightmove Group Limited (formerly Rightmove plc,
Company no. 3997679) and its subsidiaries pursuant to a Scheme of Arrangement
under s425 of the Companies Act 1985. The shares in the Company were admitted
to trading on the Official List of the London Stock Exchange on 28 January 2008
and the Company immediately changed its name to Rightmove plc. Details of the
share capital of the Company are disclosed in Note 23.

Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the
Group has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that are currently exercisable or
convertible are taken into account. The financial statements of subsidiaries
are included in the consolidated financial statements from the date that
control commences until the date that control ceases.

Judgments and estimates
The preparation of the consolidated financial statements in conformity with
Adopted IFRSs requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets and liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances, the results of which
form the basis of making judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods, if applicable.

In particular, information about significant areas of estimation uncertainty
and critical judgments in applying accounting policies that have the most
significant effect on the amounts recognised in the consolidated financial
statements is included in the following notes:

Note 11 Measurement of the contingent consideration receivable in relation to
the disposal of the Holiday Lettings segment regarding the estimate of future
profitability

Note 22 Deferred tax assets relating to the rate at which the asset will
reverse and the recoverability of the asset

Note 25 Measurement of share-based payments relating to the inputs to the fair
value models and the estimate of the number of shares that will eventually be
issued


2 Significant accounting policies

(a) Investments
Investments in subsidiaries are held at cost less any provision for impairment
in the Parent company financial statements.

(b) Intangible assets

(i) Goodwill
All business combinations are accounted for by applying the purchase method.
Goodwill that arises upon the acquisition of subsidiaries is included in
intangible assets. In respect of business acquisitions that have occurred since
1 January 2004, goodwill represents the difference between the cost of the
acquisition and the fair value of the net identifiable assets acquired.

In respect of acquisitions prior to this date goodwill is included on the basis
of its deemed cost, which represents the amount previously recorded under UK
Generally Accepted Accounting Principles (GAAP). The classification and
accounting treatment of business combinations that occurred prior to
1 January 2004 were not reconsidered in preparing the Group's opening IFRS
statement of financial position at 1 January 2004.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
no longer amortised but is tested annually for impairment. This applies to all
goodwill arising both before and after 1 January 2004. IFRS 1 permits goodwill
on acquisitions made before this date to be brought onto the statement of
financial position at 1 January 2004 at its carrying value under UK GAAP.

(ii) Research and development
The Group undertakes research and development expenditure in view of developing
new products and improving the existing property websites. Expenditure on
research activities, undertaken with the prospect of gaining new technical
knowledge and understanding, is recognised in the profit or loss as incurred.

Expenditure on development activities, whereby research findings are applied to
a plan or design for the production of a new product or substantially enhanced
website, is capitalised if the new product or the enhanced website is
technically and commercially feasible and the Group has sufficient resources to
complete development.

The expenditure capitalised includes subcontractors and direct labour.
Capitalised development expenditure is stated at cost less accumulated
amortisation and accumulated impairment losses. Subsequent expenditure on
capitalised intangible assets is capitalised only when it increases the
economic benefits embodied in the specific asset to which it relates. All other
expenditure is expensed when incurred.

(iii) Computer software and licenses
Computer software and externally acquired software licenses are capitalised and
stated at cost less accumulated amortisation and impairment losses.
Amortisation is charged from the date the asset is available for use.
Amortisation is provided to write off the cost less the estimated residual
value of the computer software or license by equal annual instalments over its
estimated useful economic life as follows:

Computer software 16.7% - 33.3% per annum
Software licences 20.0% - 33.3% per annum

(iv) Customer relationships
Customer relationships are identified on the acquisition of a business and
valued using discounted cash flows based on historical customer attrition
rates. Amortisation is expensed in the profit or loss on a straight line basis
over the estimated useful economic life as follows:

Customer relationships 16.7% per annum

(c) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses. Depreciation is provided to write off the cost less the
estimated residual value of property, plant and equipment by equal annual
instalments over their estimated useful economic lives as follows:

Office equipment, fixtures & fittings 20.0% per annum
Computer equipment 20.0% - 33.3% per annum
Leasehold improvements life of the lease

(d) Impairment
The carrying value of the property, plant and equipment is reviewed at each
reporting date to determine whether there is any indication of impairment. If
any such indication exists, the asset's recoverable amount is estimated. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount of non-financial
assets is the greater of their fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For
an asset that does not generate largely independent cash flows, the recoverable
amount is determined for the cash generating unit to which the asset belongs.

Intangible assets that have an indefinite useful life and which are not
available for use are not subject to amortisation but are tested for impairment
annually and whenever there is an indication that they might be impaired. An
impairment loss is recognised for the amount by which the carrying value of the
asset exceeds its recoverable amount.

Goodwill was tested for impairment at the IFRS transition date; no impairment
was deemed necessary. An impairment test is performed annually at 31 December
on goodwill regardless of the existence of impairment indicators.

Investments are assessed for possible impairment when there is an indication
that the fair value of the investments may be below the Company's carrying
value. When such a condition is deemed to be other than temporary, the carrying
value of the investment is written down to its fair value and the amount
written off is included in profit or loss. In making the determination as to
whether a decline is other than temporary, the Company considers such factors
as the duration and extent of the decline, the investee's financial performance
and the Company's ability and intention to retain its investment for a period
that will be sufficient to allow for any anticipated recovery in the
investment's market value.

(e) Financial instruments
Trade receivables are recognised at fair value less any impairment loss. A
provision for impairment of trade receivables is established when there is
objective evidence that the Group will not be able to collect all amounts due
according to the original terms of receivables.

Inter-group balances and transactions, and any unrealised income and expenses
arising from inter-group transactions, are eliminated in preparing the
consolidated financial statements.


Trade payables are recognised at fair value. Trade payables are classified as
current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting date.

All loans and borrowings are initially recognised at cost, being the fair value
of the consideration received net of issue costs associated with borrowings.
After initial recognition, loans and borrowings are subsequently measured at
amortised cost and any difference between the proceeds and the redemption value
is recognised in the profit or loss over the period of the borrowings using the
effective interest method.

The Group uses derivative financial instruments such as foreign currency
contracts to hedge the risk associated with changes in foreign exchange rates.
Such derivative financial instruments are initially measured at fair value on
the contract date and are remeasured to fair value at subsequent reporting
dates.

The fair value of forward exchange contracts is calculated by reference to
current forward exchange rates for contracts with similar maturity profiles.
The Group does not specifically designate forward exchange contracts as cash
flow hedges and gains and losses are recorded directly in profit or loss.

(f) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with
original maturities of three months or less. Bank overdrafts that are repayable
on demand and form an integral part of the Group's cash management are included
as a component of cash and cash equivalents for the purpose of the statement of
cash flows.

(g) Provisions
A provision is recognised when the Group has a legal or constructive obligation
as a result of a past event and it is probable that an outflow of economic
benefits will be required to settle the obligation. If the effect is material,
provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of
money and, where appropriate, the risk specific to the liability. The unwinding
of the discount is recognised as a finance cost.

A provision is maintained in respect of vacant leasehold properties where the
lease is considered to be onerous to take account of the net present value of
residual lease commitments over the remaining term of the lease.


(h) Employee benefits

(i) Pensions
The Group provides access to a stakeholder pension scheme into which employees
may elect to contribute via salary deduction. Obligations for contributions to
defined contribution pension plans are recognised as an employee benefit
expense in the profit or loss when they are due.

(ii) Employee share schemes
The share option and deferred share plans allow certain senior management to
acquire shares in the Company. An expense is recognised in the profit or loss,
with a corresponding increase in equity, over the period to which the employees
become unconditionally entitled, on equity settled share-based payment schemes
granted after 7 November 2002 and which had not vested by 1 January 2005.
Awards made before this date are not accounted for under IFRS 2, as permitted
under the transitional rules of IFRS 1. For awards made after 7 November 2002
and not vested by 1 January 2005, the charge is based on the fair value of the
share-based incentive granted as at the grant date, calculated using an option
pricing model.

Fair value is measured using either the Monte Carlo or Black Scholes pricing
model as is most appropriate for each scheme. Measurement inputs include share
price on measurement date, exercise price of the instrument, expected
volatility (based on weighted average historic volatility adjusted for changes
expected due to publicly available information), weighted average expected life
of the instruments (based on historical experience and general option
behaviour), expected dividends, and risk-free interest rates (based on
government bonds). Service and non-market performance conditions attached to
the awards are not taken into account in determining the fair value.

(iii) Own shares held by The Rightmove Employees' Share Trust (EBT)
The EBT is treated as an agent of Rightmove Group Limited and as such EBT
transactions are treated as being those of Rightmove Group Limited and are
therefore reflected in the Group's consolidated financial statements. In
particular, at a consolidated level, the EBT's purchases of shares in the
Company are debited directly to equity.

(i) Treasury shares and shares purchased for cancellation
When share capital recognised as equity is repurchased, the amount of the
consideration paid, including directly attributable costs, is recognised as a
deduction from equity. Repurchased shares are either held in treasury or
cancelled.

(j) Revenue
Revenue principally represents the amounts, excluding value added tax (VAT),
receivable from customers in respect of properties advertised on Group
websites. Revenue relating to properties advertised on the website is
recognised in the month to which it relates. Estate agency and overseas
branches are billed in advance with net revenue deferred until the service
commencement date. The VAT liability is recognised at the point of invoice. New
homes developers are typically billed monthly in arrears. Where invoices are
raised on other than a monthly basis, the amounts are recognised as deferred or
accrued revenue and released to the profit or loss on a monthly basis in line
with the provision of services as stipulated in the contract terms. HLL revenue
was billed in advance. The majority of HLL revenue related to annual contracts
although some was billed quarterly and half yearly. This revenue was spread
equally over the period until disposal with any deferred revenue held on the
statement of financial position as at the disposal date.

(k) Segmental reporting
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's other
components. An operating segment's operating results are reviewed regularly by
the Group's Managing Director to make decisions about resources to be allocated
to the segment and assess its performance, and for which discrete financial
information is available.

(l) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional
currencies of Group entities at exchange rates at the dates of transactions.
Monetary assets and liabilities denominated in foreign currencies at the
reporting date are retranslated to the functional currency at the exchange rate
at that date. Foreign currency differences arising on retranslation are
recognised in the profit or loss.

(m) Leases
Operating lease rentals are charged to the profit or loss on a straight-line
basis over the period of the lease. Where cash is received in exchange for
entering into a lease with rates above market value, this upfront payment is
deferred and released on a straight-line basis over the lease term.

(n) Financial income and expenses
Financial income comprises interest receivable on cash balances, deposits and
dividend income. Interest income is recognised as it accrues, using the
effective interest method. Dividend income is recognised on the date that the
Group's right to receive payment is established.

Financial expenses comprise debt issue costs, interest payable on bank loans
and bank charges. Interest payable is recognised on an accruals basis.

(o) National Insurance (NI) on share-based incentives
Employer's NI is accrued, where applicable, at a rate of 13.8%, which
management expects to be the prevailing rate when share-based incentives are
exercised. In the case of share options it is provided on the difference
between the share price at the reporting date and the average exercise price of
share options. In the case of deferred shares at nil cost it is provided based
on the share price at the reporting date.

(p) Taxation
Income tax on the results for the year comprises current and deferred tax.
Income tax is recognised in the profit or loss except to the extent that it
relates to items recognised directly in equity, in which case it is recognised
in equity.

Current tax is the expected tax payable on the taxable income for the period,
using tax rates enacted or substantially enacted at the reporting date, and any
adjustment to tax payable in respect of previous periods.

Deferred tax is provided in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are
not provided for: the initial recognition of goodwill, the initial recognition
of assets or liabilities that affect neither accounting nor taxable profit
other than in a business combination and the differences relating to
investments in subsidiaries to the extent that they will probably not reverse
in the foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantially enacted by the
reporting date.

A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised.

In accordance with IAS 12, the Group policy in relation to the recognition of
deferred tax on share-based payments is to include the income tax effect of the
tax deduction in the profit or loss to the value of the income tax charge on
the cumulative IFRS 2 charge. The remainder of the income tax effect of the tax
deduction is recognised in equity.

(q) Dividends
Dividends unpaid at the reporting date are only recognised as a liability (and
deduction to equity) at that date to the extent that they are appropriately
authorised and are no longer at the discretion of the Company. Unpaid dividends
that do not meet these criteria are disclosed in the notes to the financial
statements.

(r) Earnings per share
The Group presents basic, diluted and underlying earnings per share (EPS) data
for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the year, adjusted for own shares
held. Diluted EPS is determined by adjusting the profit or loss attributable to
ordinary shareholders and the weighted average number of ordinary shares
outstanding, adjusted for own shares held, for the effects of all potential
dilutive instruments, which comprise share-based incentives granted to
employees. The calculation of underlying EPS is disclosed in Note 12.

(s) Discontinued operations
A discontinued operation is a component of the Group's business that represents
a separate major line of business or geographical area of operations that has
been disposed of or is held for sale or distribution, or is a subsidiary
acquired exclusively with a view to resale. Classification as a discontinued
operation occurs upon disposal or when the operation meets the criteria to be
classified as held for sale, if earlier. When an operation is classified as a
discontinued operation, the comparative statement of comprehensive income is
restated as if the operation had been discontinued from the start of the
comparative year.

3 IFRSs not yet applied

A number of new standards, amendments to standards and interpretations are not
yet effective for the year ended 31 December 2010 and have not been applied in
preparing these consolidated financial statements. None of these is expected to
have a significant effect on the consolidated financial statements of the
Group.

4 Financial risk management

Overview
The Group has exposure to the following risks from its use of financial
instruments:

  * credit risk
   
  * liquidity risk
   
  * market risk
   
  * operational risk
   

This note presents information about the Group and Company's exposure to each
of the above risks, the Group's objectives, policies and processes for
measuring and managing risk and the Group's management of capital. Further
quantitative disclosures are included throughout these consolidated financial
statements.

The Board of directors has overall responsibility for the establishment and
oversight of the Group's risk management framework. The primary method by which
risks are monitored and managed by the Group is through the monthly Executive
Management Board, where any significant new risks or change in status to
existing risks will be discussed and actions taken as appropriate.

The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities. The Group, through its training and management standards and
procedures, aims to develop a disciplined and constructive control environment
in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the
Group's internal controls and reviews the adequacy of the risk management
framework in relation to the risks faced by the Group.

Credit risk
Credit risk is the risk of financial loss to the Group if a customer fails to
meet its contractual obligations.

The Group's exposure to credit risk is influenced mainly by the individual
characteristics of each customer. The Group provides credit to customers in the
normal course of business. The Group provides its services to a wide range of
customers in the UK and overseas and therefore believes it has no material
concentration of credit risk.

More than 94.0% of the Group's customers pay via monthly direct debit,
minimising the risk of non-payment. The Group establishes an allowance for
impairment that represents its estimate of incurred losses in respect of trade
and other receivables based on individually identified loss exposures.

Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in
meeting the obligations associated with its financial liabilities that are
settled by delivering cash. The Group and Company's approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group's reputation.

The Group's revenue model is largely subscription-based which results in a
regular level of cash conversion allowing it to service working capital
requirements.

The Group and Company ensure that they have sufficient cash on demand to meet
expected operational expenses excluding the potential impact of extreme
circumstances that cannot reasonably be predicted, such as natural disasters.
Throughout the year, the Group typically had sufficient cash on demand to meet
operational expenses on continuing operations, before financing activities, for
a period of 296 days (2009: 308 days).

As at 31 December 2010 the Group had bank borrowings of £nil (2009: £22,500,000). 
On 10 February 2010 the loan outstanding as at 31 December 2009 was repaid in 
full without penalty (refer Note 20). Post repayment of the loan the Group 
entered into an agreement with Barclays Bank Plc for a £10,000,000 uncommitted 
money market loan. To date no amount has been drawn under this facility. The 
loan was extended on 11 February 2011 for a further 12 month period.

Market risk
Market risk is the risk that changes in market prices such as foreign exchange
and interest rates will affect the Group's income. The objective of market risk
management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.

Currency risk
All of the Group's sales and more than 99.0% of the Group's purchases are
Sterling denominated, accordingly it has no currency risk.

Interest rate risk
The Group and Company have no interest bearing financial liabilities. The Group
is exposed to interest rate risk on cash balances and amounts held in Escrow.Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide
variety of causes associated with the Group's processes, personnel, technology
and infrastructure, and from external factors other than credit, market and
liquidity risks such as those arising from legal and regulatory requirements
and generally accepted standards of corporate behaviour. Operational risks
arise from all of the Group's operations.

The Group's objective is to manage operational risk so as to balance the
avoidance of financial losses and damage to the Group's reputation with overall
cost effectiveness and to avoid control procedures that restrict initiative and
creativity.

The primary responsibility for the development and implementation of controls
to address operational risk is assigned to senior management within each
business unit. This responsibility is supported by the development of overall
Group standards for the management of operational risk in the following areas:

  * requirements for appropriate segregation of duties, including the
    independent authorisation of transactions;
   
  * requirements for the reconciliation and monitoring of transactions;
   
  * compliance with regulatory and other legal requirements;
   
  * documentation of controls and procedures;
   
  * requirements for the periodic assessment of operational risks faced, and
    the adequacy of controls and procedures to address the risks identified;
   
  * requirements for reporting of operational losses and proposed remedial
    action;
   
  * development of contingency plans;
   
  * training and professional development; and
   
  * risk mitigation, including insurance where this is effective.
   

Capital management
The Board of directors' policy is to maintain an efficient statement of
financial position with an appropriate level of leverage for the size of the
business so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board of directors considers
that the future working capital and capital expenditure requirements of the
Group will continue to be low and accordingly return on capital measures are
not key performance targets. The Board of directors monitors the spread of the
Company's shareholders as well as underlying earnings per share. The Board of
directors has a progressive dividend policy and also monitors the level of
dividends to ordinary shareholders in relation to profit growth.

As at 31 December 2010 the directors hold 2.0% (2009: 2.8%) of the ordinary
share capital of the Company (excluding shares held in treasury). In addition
the executive directors are regarded as being interested, for the purposes of
the Companies Act 2006, in 5.6% (2009: 6.4%) ordinary shares in the Company
currently held by the EBT as they are, together with other employees, potential
beneficiaries of the EBT.

The Company purchases its own shares in the market; the timing of these
purchases depends on market conditions. In 2010, 4,161,977 (2009:1,127,462)
shares were bought back and were cancelled.

There were no changes in the Group's approach to capital management during the
year. Neither the Company nor any of its subsidiaries are subject to externally
imposed capital requirements.

5 Operating segments

As from 1 January 2009, the Group determines and presents operating segments
based on the information that internally is provided to the Managing Director,
who is the Group's Chief Operating Decision Maker.

The Group's reportable segments are as follows:

  * The Agency segment which provides resale and lettings property advertising
    services on www.rightmove.co.uk; and
   
  * The New Homes segment which provides property advertising services to new
    home developers and Housing Associations on www.rightmove.co.uk.
   

The Other segment which represents activities under the reportable segments
threshold, comprises overseas property advertising services on
www.rightmove.co.uk and non-property advertising services which include
business and information services and Automated Valuation Model services.

Management monitors the business segments at a revenue and trade receivables
level separately for the purpose of making decisions about resources to be
allocated and of assessing performance. All revenues in both years are derived
from third parties and there are no inter-segment revenues.

Operating costs, financial income, financial expenses and income taxes in
relation to the Agency, New Homes and the Other segment are managed on a
centralised basis at a Rightmove Group Limited level and as there are no
internal measures of individual segment profitability relevant disclosures have
been shown under the heading of Central in the table below.

Profit or loss segmental disclosures have been made on a continuing operations
basis. Disclosures in respect of the discontinued Holiday Lettings segment are
shown in Note 11.

The Company has no reportable segments.



Operating                                                                      
segments                    New      Sub                                   
                Agency    Homes    total    Other  Central Adjustments    Total
                  £000     £000     £000     £000     £000        £000     £000    
                                                                           
                                                                               
Year ended                                                                     
                                                                               
31 December                                                                    
2010                                                                           
                                                                               
Revenue         63,795   15,078   78,873    2,683        -           -   81,556
                                                                               
Operating            -        -        -        -   56,563  (4,497)(2)   52,066
profit(1)                                                                      
                                                                               
Depreciation                                                                   
and                  -        -        -        -    (845)           -    (845)
amortisation                                                                   
                                                                               
Financial            -        -        -        -      171           -      171
income                                                                         
                                                                               
Financial            -        -        -        -        8           -        8
credit                                                                         
                                                                               
Trade            7,878    2,156   10,034      115        -       40(5)   10,189
receivables(4)                                                                   
                                                                               
Other segment        -        -        -        -   40,539       15(6)   40,554
assets                                                                         
                                                                               
Segment              -        -        -        - (22,824)  (55)(5)(6)   22,879
liabilities                                                                    
                                                                               
Capital              -        -        -        -    1,077      74(11)    1,151
expenditure(7)                                                                    
                                                                               
Year ended                                                                     
                                                                               
31 December                                                                    
2009                                                                           
                                                                               
Revenue         47,096   14,554   61,650    2,871        -           -   64,521
                                                                               
Operating            -        -        -        -   40,606 (3,206) (3)   37,400
profit(1)                                                                      
                                                                               
Depreciation         -        -        -        -  (1,012)           -  (1,012)
and                                                                            
amortisation                                                                   
                                                                               
Financial            -        -        -        -      194           -      194
income                                                                         
                                                                               
Financial            -        -        -        -  (1,086)           -  (1,086)
expenses                                                                       
                                                                               
Trade            5,806    2,131    7,937      209        -     174 (8)    8,320
receivables(4)                                                                    
                                                                               
Other segment        -        -        -        -   31,731   13,692(9)   45,423
assets                                                                         
                                                                               
Segment              -        -        -        - (47,666)     (2,884) (50,550)
liabilities                                                       (10)         
                                                                               
Capital              -        -        -        -      229      49(11)      278
expenditure(7)                                                                    
 

(1) Operating profit is stated after the charge for depreciation and
amortisation.
(2) Operating profit for the year ended 31 December 2010 does not include
share-based payments charge (£1,846,000) and NI on share-based incentives 
(£2,651,000).
(3) Operating profit for the year ended 31 December 2009 does not include
share-based payments charge (£1,896,000) and NI on share-based incentives 
(£1,310,000).
(4) The only segment assets that are separately monitored by the Chief
Operating Decision Maker relate to trade receivables net of any associated
provision for impairment. All other segment assets are reported on a
centralised basis.
(5) The adjustments column reflects the reclassification of credit balances in
accounts receivable made on consolidation for statutory accounts purposes.
(6) The adjustments column reflects the reclassification of debit balances in
accounts payable made on consolidation for statutory accounts purposes.
(7) Capital expenditure consists of additions of property, plant and equipment
and intangible assets (excluding goodwill).
(8) The adjustments column reflects the reclassification of credit balances in
accounts receivable made on consolidation for statutory accounts purposes of 
£97,000 and £77,000 in relation to the discontinued Holiday Lettings segment
trade receivables.
(9) The adjustments column reflects £13,692,000 in respect of other segment
assets, principally goodwill, in relation to the discontinued Holiday Lettings
segment.
(10) The adjustments column reflects the reclassification of credit balances in
accounts receivable made on consolidation for statutory accounts purposes of 
£97,000 and £2,787,000 in relation to the discontinued Holiday Lettings segment
liabilities.
(11) The adjustments column reflects capital expenditure of £74,000 
(2009: £49,000) in relation to the discontinued Holiday Lettings segment.

Geographic information

In presenting information on the basis of geography, revenue and assets are
based on the geographical location of customers.


                     Year ended 31 December 2010   Year ended 31 December 2009 
                                                                               
Group                      Revenue          Trade        Revenue          Trade
                              £000    Receivables           £000    Receivables
                                             £000                          £000
                                                                               
UK                          80,758         10,152         63,797          8,305
                                                                               
Rest of the world              798             37            724             15
                                                                               
                                                                               
                            81,556         10,189         64,521          8,320



6 Operating profit

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000                 
                                                                          £000
                                                                              
Operating profit is stated after charging:                                    
                                                                              
Depreciation of property, plant and                       575              646
equipment                                                                     
                                                                              
Amortisation of computer software                         294              398
                                                                              
Amortisation of customer relationships                     42               84
                                                                              
Bad debt impairment charge                                567              191
                                                                              
Operating lease rentals                                                       
                                                                              
Land and buildings                                        807              899
                                                                              
Other                                                     337              350


Included within depreciation of property, plant and equipment is an amount of 
£24,000 (2009: £32,000) relating to the discontinued Holiday Lettings segment.

Amortisation of customer relationships relates to the discontinued Holiday
Lettings segment in both years.

Included within operating lease rentals for the year are amounts relating to
the discontinued Holiday Lettings segment of £61,000 (2009: £160,000) for land
and buildings and £nil (2009: £nil) for other operating lease rentals.

Auditor's remuneration

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Fees payable to the Company's auditor and                                    
their associates in respect of the audit                                      
                                                                              
Audit of the Company's financial statements                14               20
                                                                              
Audit of the Company's subsidiaries pursuant              102              112
to legislation                                                                
                                                                              
Total audit remuneration                                  116              132
                                                                              
Fees payable to the Company's auditor in                                     
respect of non-audit related services                                         
                                                                              
Tax advisory                                                4               13
                                                                              
All other services                                          7                2
                                                                              
Total non-audit remuneration                               11               15


Included in the current year's auditor's remuneration for the Company is an
amount of £nil (2009: £5,000) relating to the prior year audit.

Included in the non-audit related services is a credit of £5,000 (2009: £nil)
relating to the release of an accrual.

7 Employee numbers and costs

The average number of persons employed (including executive directors) during
the year, analysed by category, was as follows:

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                    Number of        Number of
                                                    employees        employees
                                                                              
Administration                                            299              292
                                                                              
Management                                                 13               14
                                                                              
                                                          312              306


The aggregate payroll costs of these persons were as follows:

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Wages and salaries                                     13,246           12,665
                                                                              
Social security costs                                   1,532            1,192
                                                                              
Pension costs                                             251              235
                                                                              
                                                       15,029           14,092


Included within employee numbers are 40 (2009: 62) full-time equivalent heads
employed by the discontinued Holiday Lettings segment. The payroll costs
include amounts of £1,047,000 (2009: £1,722,000) for these employees.

8 Financial income

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Interest income on cash balances from                     171              194
continuing operations                                                         
                                                                              
Interest income on cash balances from                       -                5
discontinued operation                                                        
(refer Note 11)                                                               
                                                                              
                                                          171              199


9 Financial (credit)/expenses

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Debt issue (credit)/costs                               (125)              325
                                                                              
Interest expense                                           52              666
                                                                              
Other financial expenses                                   65               95
                                                                              
Financial (credit)/expenses from continuing               (8)            1,086
operations                                                                    
                                                                              
Other financial expenses from discontinued                  -                2
operation (refer Note 11)                                                     
                                                                              
                                                          (8)            1,088


10 Income tax expense

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Current tax expense                                                           
                                                                              
Current year                                           14,534           10,273
                                                                              
Adjustment to current tax charge in respect              (11)             (74)
of prior years                                                                
                                                                              
                                                       14,523           10,199
                                                                              
Deferred tax credit                                                           
                                                                              
Origination and reversal of temporary                   (528)          (2,405)
differences                                                                   
                                                                              
Adjustment to deferred tax charge in respect               10                -
of prior years                                                                
                                                                              
Reduction in tax rate                                       9                -
                                                                              
                                                        (509)          (2,405)
                                                                              
Total income tax expense                               14,014            7,794
                                                                              
Income tax expense from continuing                     13,710            7,420
operations                                                                    
                                                                              
Income tax expense from discontinued                      304              374
operation (refer Note 11)                                                     
                                                                              
                                                       14,014            7,794

Income tax recognised directly in equity

                                                   Year ended        Year ended
                                             31 December 2010  31 December 2009
                                                         £000              £000
                                                                               
Deferred tax                                                                   
                                                                               
Equity settled share-based incentives                   3,451               174
                                                                               
Total income tax credit recognised directly             3,451               174
in equity                                                                      

Reconciliation of effective tax rate

The Group's income tax expense for the year is lower (2009: lower) than the
standard rate of corporation tax in the UK of 28.0% (2009: 28.0%). The
differences are explained below:

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Profit for the year                                    58,002           30,027
                                                                              
Total income tax expense                               14,014            7,794
                                                                              
Profit excluding income tax                            72,016           37,821
                                                                              
                                                                        10,590
Current tax at 28.0% (2009: 28.0%)                     20,164                 
                                                                              
Exempt income on sale of discontinued                 (5,232)                -
operation                                                                     
                                                                              
Share-based incentives                                  (978)          (2,790)
                                                                              
Adjustment to current tax charge in respect              (11)             (74)
of prior years                                                                
                                                                              
Non-deductible expenses                                    52               54
                                                                              
Reduction in tax rate                                       9                -
                                                                              
Adjustment to deferred tax charge in respect               10               14
of prior years                                                                
                                                                              
                                                       14,014            7,794


The Group's consolidated effective tax rate on the profit of £52,245,000 from
continuing operations for the year ended 31 December 2010 is 26.2% (2009: 20.6%). 
The difference between the standard rate and effective rate on continuing 
operations at 31 December 2010 is attributable to credits as a result of the 
increase in the deferred tax asset arising on share-based incentives (0.9%) and 
corporation tax deductions arising on exercise of share options (1.0%) offset by 
disallowable expenditure (0.1%).


11 Discontinued Operation

On 21 June 2010 the Group sold its 66.7% shareholding in HLHL, which owned 100%
of the shares in the trading entity HLL, to TripAdvisor Limited. The Holiday
Lettings segment was not previously a discontinued operation or classified as a
non-current asset held for sale. Accordingly the comparative statement of
comprehensive income has been presented to show the discontinued operation
separately from continuing operations.

                                                                               
                                                     Year ended      Year ended
                                                    31 December     31 December
                                                           2010            2009
                                                           £000            £000
                                                                               
Results of discontinued                                                        
operation                                                                      
                                                                               
Revenue                                                   3,059           4,865
                                                                               
Administrative expenses                                 (1,979)         (3,555)
                                                                               
Operating profit                                          1,080           1,310
                                                                               
Financial income (refer Note 8)                               -               5
                                                                               
Financial expenses (refer Note 9)                             -             (2)
                                                                               
Results from operating                                    1,080           1,313
activities                                                                     
                                                                               
Income tax (refer Note 10)                                (304)           (374)
                                                                               
Results from operating                                                         
activities                                                  776             939
(net of income tax)                                                            
                                                                               
Gain on sale of discontinued                             18,691               -
operation                                                                      
                                                                               
Income tax on gain on sale of                                                 -
discontinued operation                                        -                
                                                                               
Effect on profit for the year                            19,467             939
                                                                               
Earnings per share (pence)                                                     
                                                                               
Basic                                                     18.02            0.86
                                                                               
Diluted                                                   17.48            0.85

Included in administrative expenses were depreciation and amortisation charges
of £66,000 (2009: £116,000).


                                                                               
                                                     Year ended      Year ended
                                                    31 December     31 December
                                                           2010            2009
                                                           £000            £000
                                                                               
Cash flows from discontinued                                                   
operation                                                                      
                                                                               
Net cash from operating                                   1,856           2,070
activities                                                                     
                                                                               
Net cash from/(used in)                                  13,661            (45)
investing activities                                                           
                                                                               
Net cash used in financing                                (300)           (870)
activities                                                                     
                                                                               
Net cash from discontinued                               15,217           1,155
operation                                                                      



                                                                               
                                                                     Year ended
                                                               31 December 2010
                                                                           £000
                                                                               
Effect of the disposal on the financial position of the Group                  
                                                                               
Property, plant and equipment (refer Note 14)                             (145)
                                                                               
Intangible assets (refer Note 15)                                      (13,059)
                                                                               
Trade and other receivables                                               (352)
                                                                               
Cash and cash equivalents                                               (1,484)
                                                                               
Trade and other payables                                                  3,238
                                                                               
Income tax payable                                                          638
                                                                               
Deferred consideration                                                    8,909
                                                                               
Provisions                                                                   10
                                                                               
Deferred tax liabilities (refer Note 22)                                     64
                                                                               
Net assets disposed of                                                  (2,181)
                                                                               
Consideration received, satisfied in cash                                15,185
                                                                               
Contingent consideration                                                  5,104
                                                                               
Amounts held in Escrow                                                    1,000
                                                                               
Less costs to sell                                                        (417)
                                                                               
Net consideration                                                        20,872
                                                                               
Consideration received, satisfied in cash                                15,185
                                                                               
Cash and cash equivalents disposed of                                   (1,484)
                                                                               
Less costs to sell                                                        (417)
                                                                               
Net cash inflow                                                          13,284

The value of the contingent consideration is dependent on the performance of
the Holiday Lettings segment for the 12 month period from 1 April 2010 to 
31 March 2011. The value of the contingent consideration has been revised upwards
from £2,917,000 reported as at 30 June 2010 to £5,104,000 based on the actual
results to 31 December 2010 plus the latest business forecast for the three
month period to 31 March 2011. The first £667,000 of contingent consideration
will be transferred into an Escrow account, in addition to the £1,000,000 of
completion proceeds already held in Escrow. The total estimated future cash
consideration is £6,104,000 of which £1,667,000 has been classified as
non-current.

Under the terms of the sale agreement the amounts held in Escrow earn interest
at Barclays Bank Plc's current interest rate and become available on the fourth
anniversary of the completion date of the transaction. No discount has been
applied as the account is interest bearing.


12 Earnings per share (EPS)

                      Weighted                                                 
                       average                           
                     number of  Continuing Discontinued       Total           
                      ordinary  operations    operation    earnings   Pence per
                        shares        £000         £000        £000       share
                                                                               
Year ended                                                                     
31 December 2010                                                               
                                                                               
Basic EPS          108,021,339      38,535       19,467      58,002       53.69
                                                                               
Diluted EPS        111,361,386      38,535       19,467      58,002       52.08
                                                                               
Underlying basic   108,021,339      43,032       19,467      62,499       57.86
EPS                                                                            
                                                                               
Underlying         111,361,386      43,032       19,467      62,499       56.12
diluted EPS                                                                    
                                                                               
Year ended                                                                     
31 December 2009                                                               
                                                                               
Basic EPS          109,100,758      29,088          939      30,027       27.52
                                                                               
Diluted EPS        110,482,567      29,088          939      30,027       27.18
                                                                               
Underlying basic   109,100,758      32,294          939      33,233       30.46
EPS                                                                            
                                                                               
Underlying         110,482,567      32,294          939      33,233       30.08
diluted EPS                                                                    


Weighted average number of ordinary shares (basic)

                                                    Year ended       Year ended
                                              31 December 2010 31 December 2009
                                              Number of shares Number of shares                
                                                                               
Issued ordinary shares at 1 January less           111,504,537      111,697,173
ordinary shares held by the EBT                                                
                                                                               
Effect of own shares held in treasury              (2,505,430)      (2,505,430)
                                                                               
Effect of own shares purchased for                 (1,560,101)         (65,260)
cancellation                                                                   
                                                                               
Effect of own shares purchased by the EBT                    -        (331,649)
                                                                               
Effect of share options exercised                      582,333          305,924
                                                                               
                                                  
Weighted average number of ordinary shares (diluted)108,021,339     109,100,758


For diluted EPS, the weighted average number of ordinary shares in issue is
adjusted to assume conversion of all potentially dilutive shares. The Group's
potential dilutive instruments are in respect of share-based incentives granted
to employees, which will be settled by ordinary shares held by the EBT and
shares held in treasury.

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                             Number of shares Number of shares
                                                                              
Weighted average number of ordinary shares        108,021,339      109,100,758
(basic)                                                                       
                                                                              
Dilutive impact of own shares held by the                            
EBT and shares held in treasury                     3,340,047        1,381,809         
                                                                              
                                                  111,361,386      110,482,567

Underlying EPS

Underlying EPS is calculated before the charge for share-based payments and NI
on share-based incentives. A reconciliation of the basic earnings for the year
to the underlying earnings is presented below:

                                                   Year ended       Year ended
                                             31 December 2010 31 December 2009
                                                         £000             £000
                                                                              
Basic earnings for the year                            58,002           30,027
                                                                              
Share-based payments                                    1,846            1,896
                                                                              
NI on share-based incentives                            2,651            1,310
                                                                              
Underlying earnings for the year                       62,499           33,233


13 Dividends

Dividends declared and paid by the Company were as follows:

                                 2010                         2009            
                                                                              
                          Pence per          £000      Pence per          £000
                              share                        share              
                                                                              
2008 final dividend               -             -            7.0         7,615
paid                                                                          
                                                                              
2009 interim                      -             -            3.0         3,279
dividend paid                                                                 
                                                                              
2009 final dividend             7.0         7,586              -             -
paid                                                                          
                                                                              
2010 interim                    5.0         5,371              -             -
dividend paid                                                                 
                                                                              
                               12.0        12,957           10.0        10,894


After the reporting date a final dividend of 9.0p (2009: 7.0p) per qualifying
ordinary share being £9,534,000 (2009: £7,630,000) was proposed by the Board of
directors.

The 2009 final dividend paid on 11 June 2010 was £7,586,000 being a difference
of £44,000 compared to that reported in the 2009 Annual Report which was due to
a reduction in the ordinary shares entitled to a dividend between
31 December 2009 and the final dividend record date of 14 May 2010.

The 2010 interim dividend paid on 12 November 2010 was £5,371,000 being a
difference of £32,000 compared to that reported in the 2010 Half Year Report
which was due to a reduction in the ordinary shares entitled to a dividend
between 30 June 2010 and the interim dividend record date of 15 October 2010.

The terms of the EBT provide that dividends payable on the ordinary shares held
by the EBT are waived. No provision was made for the final dividend in either
year and there are no income tax consequences.

Subsidiary dividends

Dividends of £300,000 (2009: £870,000) were paid in the year by HLHL to
minority shareholders. As no minority interest was recognised in the
consolidated statement of financial position and the Group consolidated 100% of
HLHL's results prior to its disposal, the dividends paid in the year were
treated as an addition to goodwill (refer Note 15).

14 Property, plant and equipment

                                     Office                                    
                                 equipment,                                    
Group                            fixtures &    Computer    Leasehold           
                                   fittings   equipment improvements      Total
                                       £000        £000         £000       £000
                                                                               
Cost                                                                           
                                                                               
At 1 January 2010                       784       2,710           47      3,541
                                                                               
Additions                                56         748          102        906
                                                                               
Disposals                              (69)       (649)            -      (718)
                                                                               
Disposal of discontinued               (37)       (141)         (47)      (225)
operation (refer Note 11)                                                      
                                                                               
At 31 December 2010                     734       2,668          102      3,504
                                                                               
Depreciation                                                                   
                                                                               
At 1 January 2010                     (441)     (1,696)         (11)    (2,148)
                                                                               
Charge for year                       (103)       (451)         (21)      (575)
                                                                               
Disposals                                66         561            -        627
                                                                               
Disposal of discontinued                 16          48           16         80
operation (refer Note 11)                                                      
                                                                               
At 31 December 2010                   (462)     (1,538)         (16)    (2,016)
                                                                               
Net book value                                                                 
                                                                               
At 31 December 2010                     272       1,130           86      1,488
                                                                               
                                                                               
At 1 January 2010                       343       1,014           36      1,393


                                     Office                                    
                                 equipment,                                    
Group                            fixtures &    Computer    Leasehold           
                                   fittings   equipment improvements      Total
                                       £000        £000         £000       £000
                                                                               
Cost                                                                           
                                                                               
At 1 January 2009                       844       3,632           32      4,508
                                                                               
Additions                                 2         233           15        250
                                                                               
Disposals                              (62)     (1,155)            -    (1,217)
                                                                               
At 31 December 2009                     784       2,710           47      3,541
                                                                               
Depreciation                                                                   
                                                                               
At 1 January 2009                     (379)     (2,242)          (4)    (2,625)
                                                                               
Charge for year                       (118)       (521)          (7)      (646)
                                                                               
Disposals                                56       1,067            -      1,123
                                                                               
At 31 December 2009                   (441)     (1,696)         (11)    (2,148)
                                                                               
Net book value                                                                 
                                                                               
At 31 December 2009                     343       1,014           36      1,393
                                                                               
                                                                               
At 1 January 2009                       465       1,390           28      1,883

The Company has no property, plant or equipment in either year.


15 Intangible assets

                                              Computer      Customer           
                                  Goodwill    software relationships      Total
Group                                 £000        £000          £000       £000
                                                                               
Cost                                                                           
                                                                               
At 1 January 2010                   13,250       3,012           514     16,776
                                                                               
Additions                              300         245             -        545
                                                                               
Disposals                                -         (5)             -        (5)
                                                                               
Disposal of discontinued          (12,818)           -         (514)   (13,332)
operation (refer Note 11)                                                      
                                                                               
At 31 December 2010                    732       3,252             -      3,984
                                                                               
Amortisation                                                                   
                                                                               
At 1 January 2010                        -     (2,231)         (231)    (2,462)
                                                                               
Charge for year                          -       (294)          (42)      (336)
                                                                               
Disposals                                -           4             -          4
                                                                               
Disposal of discontinued                 -           -           273        273
operation (refer Note 11)                                                      
                                                                               
At 31 December 2010                      -     (2,521)             -    (2,521)
                                                                               
Net book value                                                                 
                                                                               
At 31 December 2010                    732         731             -      1,463
                                                                               
                                                                               
At 1 January 2010                   13,250         781           283     14,314
                                                                               
                                              Computer      Customer           
                                  Goodwill    software relationships      Total
Group                                 £000        £000          £000       £000
                                                                               
Cost                                                                           
                                                                               
At 1 January 2009                    9,605       3,200           514     13,319
                                                                               
Additions                            3,645          28             -      3,673
                                                                               
Disposals                                -       (216)             -      (216)
                                                                               
At 31 December 2009                 13,250       3,012           514     16,776
                                                                               
Amortisation                                                                   
                                                                               
At 1 January 2009                        -     (2,049)         (147)    (2,196)
                                                                               
Charge for year                          -       (398)          (84)      (482)
                                                                               
Disposals                                -         216             -        216
                                                                               
At 31 December 2009                      -     (2,231)         (231)    (2,462)
                                                                               
Net book value                                                                 
                                                                               
At 31 December 2009                 13,250         781           283     14,314
                                                                               
                                                                               
At 1 January 2009                    9,605       1,151           367     11,123


The Company has no intangible assets in either year.

Impairment testing for cash generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the Group's
operations which represent the lowest level within the Group at which the
goodwill is monitored for internal management purposes, which is not higher
than the Group's operating segments as reported in Note 5.


The aggregate carrying amounts of goodwill allocated to each unit are as
follows:

                                           31 December 2010   31 December 2009
                                                       £000               £000
                                                                              
Holiday Lettings (discontinued)                           -             12,518
                                                                              
Agency                                                  732                732
                                                                              
                                                        732             13,250

The recoverable amount of the HLL cash generating unit in 2009 was based on its
value in use. Value in use was determined by discounting the estimated future
cash flows generated from the business and was based on the following key
assumptions:

  * Cash flows were projected based on past experience, actual operating
    results and the three year business plan;
   
  * Cash flows thereafter were extrapolated into perpetuity applying a growth
    rate of 2.0%;
   
  * The key assumption was sales growth rate. In 2009 revenues on a management
    accounts basis, before adjusting for deferred revenue, grew by 45.7% year
    on year and in the business plan revenues were projected based on
    historical growth and future plans for the business; and
   
  * A pre-tax discount rate of 19.6% was applied in determining the recoverable
    amount; based on an industry specific weighted average cost of capital.
   
The carrying value of the £732,000 purchased goodwill in Agency, arising
pre-transition to IFRS, is also reviewed annually for impairment. Due to its
level of significance the disclosures as required by IAS 36 Impairment of
Assets have not been made.


16 Investments

The subsidiaries of the Group as at 31 December 2010 are as follows:

                                                                      
Company                           Nature of       Country of            Class of
                                   business    incorporation Holding      shares
                                                                                
Rightmove Group Limited              Online      England and    100%    Ordinary
                                advertising            Wales                    
                                                                                
Rightmove.co.uk Limited             Dormant      England and    100%    Ordinary
                                                       Wales                    
                                                                                
Rightmove Home Information                                                      
Packs Limited                       Dormant      England and    100%    Ordinary
                                                       Wales                    


All the above subsidiaries are included in the Group consolidated results.

The Group disposed of its' holdings in HLHL and HLL during the year (refer Note
11).

Company

                                           31 December 2010   31 December 2009
Investment in subsidiary undertakings                  £000               £000
                                                                              
At 1 January                                        538,501            537,668
                                                                              
Additions - subsidiary equity settled                                         
share-based incentives charge (refer                    803                833
Note 24)                                                                      
                                                                              
At 31 December                                      539,304            538,501


Following the capital reconstruction in 2008 all employees' share-based
incentives were transferred to the new holding company, Rightmove plc. In
addition certain directors' contracts of employment were transferred from
Rightmove Group Limited to Rightmove plc, whilst all other employees remained
employed by Rightmove Group Limited. Accordingly the IFRS 2 charge has been
split between the Company and Rightmove Group Limited with £803,000 
(2009: £833,000) being recognised in the Company accounts as a capital 
contribution to its subsidiary.


17 Trade and other receivables

Group                                      31 December 2010   31 December 2009
                                                       £000               £000
                                                                              
Trade receivables                                    10,444              8,405
                                                                              
Less provision for impairment of trade                (371)              (216)
receivables                                                                   
                                                                              
Net trade receivables                                10,073              8,189
                                                                              
Amounts owed by related parties (refer                  116                131
Note 28)                                                                      
                                                                              
Amounts held in Escrow (refer Note 11)                1,000                  -
                                                                              
Prepayments and accrued income                        1,577                967
                                                                              
Interest receivable                                      62                  -
                                                                              
Other debtors                                            37                132
                                                                              
Forward exchange contracts                                -                  2
                                                                              
                                                     12,865              9,421
                                                                              
Non-current                                           1,000                  -
                                                                              
Current                                              11,865              9,421
                                                                              
                                                     12,865              9,421


Exposure to credit and currency risks and impairment losses relating to trade
and other receivables are disclosed in Note 29.

Included within net trade receivables at 31 December 2010 is an amount of £nil
(2009: £77,000) relating to the discontinued Holiday Lettings segment.

The Company has no trade and other receivables in either year.

18 Cash and cash equivalents

                                Group                            Company             
                                                                                     
                  31 December 2010 31 December 2009 31 December 2010 31 December 2009
                              £000             £000             £000             £000
                                                                                     
Bank accounts               23,148              932                -                -
                                                                                     
Deposit accounts                 -           24,961                -            5,424
                                                                                     
Cash and cash                                                                        
equivalents in              23,148           25,893                -            5,424
the statement of                                                                     
cash flows                                                                           


Cash balances were placed on deposit for various lengths between one day and
two months during the year and attracted interest at a weighted average rate of
0.7% (2009: 0.9%).

Included within cash and cash equivalents at 31 December 2010 is an amount of 
£nil (2009: £562,000) relating to the discontinued Holiday Lettings segment.

19 Trade and other payables

                                Group                            Company             
                                                                                     
                  31 December 2010 31 December 2009 31 December 2010 31 December 2009
                              £000             £000             £000             £000
                                                                                     
Trade payables               1,033              777                -                -
                                                                                     
Trade accruals               4,734            2,670            3,047            1,314
                                                                                     
Other creditors                240              250                -                -
                                                                                     
Other taxation                                                                       
and social                   3,223            2,798                -                -
security                                                                             
                                                                                     
Deferred revenue             6,759            7,347                -                -
                                                                                     
Inter-group                      -                -           22,605           59,763
payables                                                                             
                                                                                     
Accrued interest                                                                     
on inter-group                   -                -                -            1,837
payables balance                                                                     
                                                                                     
Interest payable                 -               19                -               19
                                                                                     
                            15,989           13,861           25,652           62,933


Exposure to currency and liquidity risk relating to trade and other payables is
disclosed in Note 29.

Included within trade payables at 31 December 2010 is an amount of £nil 
(2009: £57,000) relating to the discontinued Holiday Lettings segment.

20 Loans and borrowings

In April 2008, the Group entered into a Sterling-denominated revolving loan
facility of £39,750,000 with the Bank of Scotland to support its share buy back
programme. During 2009, £14,750,000 of the revolving loan facility was repaid
out of surplus cash. On 16 April 2009 the Group converted £25,000,000 being the
balance of its revolving loan facility, into a five year term loan. The loan
bore interest at LIBOR plus 1.5% together with a mandatory cost applied by the
lender and was repayable over five years in 20 equal instalments.

The Board of directors agreed to retire the debt with the Bank of Scotland
early and on 10 February 2010 the outstanding debt of £21,250,000, being the
balance as at 31 December 2009 less a quarterly instalment of £1,250,000 paid
in January 2010, was repaid in full. No penalties or break costs were incurred
in exiting the facility early.

Post repayment of the debt the Group entered into an agreement with Barclays
Bank Plc for a £10,000,000 uncommitted money market loan. To date no amount has
been drawn under this facility. The loan was extended on 11 February 2011 for a
further 12 month period.

                         Fair value   Carrying value       Fair value   Carrying value
                   31 December 2010 31 December 2010 31 December 2009 31 December 2009
                                                                                      
Group                          £000             £000             £000             £000
                                                                                      
Non-current                                                                           
liabilities                                                                           
                                                                                      
Unsecured bank                    -                -           17,500           17,500
borrowings                                                                            
                                                                                      
Current                                                                               
liabilities                                                                           
                                                                                      
Unsecured bank                    -                -            5,000            5,000
borrowings                                                                            
                                                                                      
                                  -                -           22,500           22,500
                                                                                      
Cash and cash                                                                         
equivalents                (23,148)         (23,148)          (25,893)         (25,893)
                                                                                      
(refer Note 18)                                                                       
                                                                                      
Total net (cash)           (23,148)         (23,148)           (3,393)          (3,393)

Analysis of net debt cash flows

                                                                               
                           1 January 2010         Cash flows   31 December 2010
                                                                               
Group                                £000               £000               £000
                                                                               
Cash and cash                    (25,893)              2,745           (23,148)
equivalents                                                                    
                                                                               
Interest-bearing loans                                                         
and borrowings                     22,500           (22,500)                  -
                                                                               
Total net (cash)                  (3,393)           (19,755)           (23,148)

                         Fair value   Carrying value       Fair value   Carrying value
                   31 December 2010 31 December 2010 31 December 2009 31 December 2009
                                                                                      
Company                        £000             £000             £000             £000
                                                                                      
Non-current                                                                           
liabilities                                                                           
                                                                                      
Unsecured bank                    -                -           17,500           17,500          
borrowings                                                                            
                                                                                      
Current                                                                               
liabilities                                                                           
                                                                                      
Unsecured bank                    -                -            5,000            5,000           
borrowings                                                                            
                                                                                      
                                  -                -           22,500           22,500          
                                                                                      
Cash and cash                                                                         
equivalents                       -                -           (5,424)          (5,424)         
(refer Note 18)                                                                       
                                                                                      
Total net (cash)/                 -                -           17,076           17,076
debt                                                                                  

Analysis of net debt cash flows

                                                                               
                           1 January 2010         Cash flows   31 December 2010
                                                                               
Company                              £000               £000               £000
                                                                               
Cash and cash                     (5,424)              5,424                  -
equivalents                                                                    
                                                                               
Interest-bearing loans                                                         
and borrowings                     22,500           (22,500)                  -
                                                                               
Total net debt/(cash)              17,076           (17,076)                  -



21 Provisions

Group                                                       Property provisions
                                                                           £000
                                                                               
At 1 January 2010                                                             6
                                                                               
Provisions made during the year                                               4
                                                                               
Provisions disposed of (refer Note 11)                                     (10)
                                                                               
At 31 December 2010                                                           -


The 2009 property provision for lease dilapidations related to the premises
occupied by HLL.

The Company has no provisions in either year.

22 Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

                                                                  Net          
                    Assets              Liabilities                            
                                                                               
                     31         31         31         31         31          31 
               December   December   December   December   December    December        
Group              2010       2009       2010       2009       2010        2009
                                                                           
                   £000       £000       £000       £000       £000        £000
                                                                                            
Equity                                                                         
settled         (6,427)    (2,524)          -          -    (6,427)     (2,524)
share-based                                                                    
incentives                                                                     
                                                                               
Property,                                                                      
plant and         (161)      (150)          -          4      (161)       (146)
equipment                                                                      
                                                                               
Provisions         (87)       (48)          -          -       (87)        (48)
                                                                               
Intangible            -          -          -         67          -          67
assets                                                                         
                                                                               
Net tax         (6,675)    (2,722)          -         71    (6,675)     (2,651)
(assets)                                                                       


The net deferred tax asset of £6,675,000 at 31 December 2010 (2009: £2,651,000)
is in respect of share-based incentives, depreciation in excess of capital
allowances and provisions.

The deferred tax asset relating to share-based incentives at 31 December 2010
is £6,427,000 (2009: £2,524,000). This increase is due to the Company's share
price increasing from £5.04 at 31 December 2009 to £7.79 at 31 December 2010.

                                                                               
                     Assets              Liabilities               Net         
                                                                               
                      31         31         31         31         31         31
                December   December   December   December   December   December
Company             2010       2009       2010       2009       2010       2009        
                                                                      
                    £000       £000       £000       £000       £000       £000        
                                                                               
Equity                                                                         
settled          (5,142)    (1,896)          -          -    (5,142)    (1,896)
share-based                                                                    
incentives                                                                     
                                                                               
Net tax          (5,142)    (1,896)          -          -    (5,142)    (1,896)
(assets)                                                                       


The net deferred tax asset of £5,142,000 at 31 December 2010 (2009: £1,896,000)
is in respect of share-based incentives. This increase is due to the Company's
share price increasing from £5.04 at 31 December 2009 to £7.79 at
31 December 2010.

Movement in deferred tax during the year:

                                                         Disposal of 
Group                            Recognised  Recognised discontinued 
                 1 January 2010   in income   in equity    operation 31 December 2010
                           £000        £000        £000         £000             £000
                                                                                
Equity settled                                                                  
share-based             (2,524)       (452)     (3,451)            -          (6,427)
incentives                                                                      
                                                                                
Property, plant                                                                 
and equipment             (146)         (8)           -          (7)            (161)
                                                                                
Provisions                 (48)        (39)           -            -             (87)
                                                                                
Intangible                   67        (10)           -         (57)                -
assets                                                                          
                                                                                
                        (2,651)       (509)     (3,451)         (64)          (6,675)

                                     Recognised in  Recognised in              
Company              1 January 2010         income         equity   31 December 2010
                               £000           £000           £000               £000
                                                                                                                                                       
Equity settled              (1,896)          (258)        (2,988)            (5,142)
share-based                                                                    
incentives                                                                     


The Emergency Budget of 22 June 2010 announced a phased reduction in the main
UK corporation tax rate from 28.0% to 24.0% with the first 1.0% reduction
taking effect from 1 April 2011. The first 1.0% reduction was substantively
enacted for the purposes of IFRS on 20 July 2010. It has not been possible to
quantify the full anticipated effect of the announced further 3.0% rate
reduction but it is expected to result in a reduction in the Group's future
current tax charge and reduce the Group's deferred tax assets accordingly
resulting in a further charge to income and a debit directly to equity.

The anticipated changes to the capital allowance rules from April 2012 are
considered unlikely to have a material impact on the effective rate of tax.

Movement in deferred tax during the prior year:

                                     Recognised in  Recognised in   31 December           
Group                1 January 2009         income         equity          2009           
                               £000           £000           £000          £000
                                                                               
Equity settled                                                                 
share-based                       -        (2,350)          (174)       (2,524)
incentives                                                                     
                                                                               
Property, plant and            (87)           (59)              -         (146)
equipment                                                                      
                                                                               
Provisions                      (7)           (41)              -          (48)
                                                                               
Intangible assets                88           (21)              -            67
                                                                               
Tax losses                     (66)             66              -             -
                                                                               
                               (72)        (2,405)          (174)       (2,651)


The deferred tax asset arising on equity settled share-based incentives in both
years was recognised in the profit or loss to the extent that the related
equity settled share-based incentives charge was recognised in the profit or
loss.

23 Share capital

                                                     Ordinary shares           
                                                                               
                                                      of £0.01 each            
                                                                               
                                            31 December 2010   31 December 2009
                                            Number of shares   Number of shares
                                                                               
In issue                                                                       
                                                                               
At 1 January                                     118,923,411        120,050,873
                                                                               
Purchase and cancellation of own shares          (4,161,977)        (1,127,462)
                                                                               
At 31 December                                   114,761,434        118,923,411
                                                                               
Authorised - par value £0.01 each                300,000,000        300,000,000


During 2010, 4,161,977 (2009: 1,127,462) ordinary shares were bought back by
the Company and were subsequently cancelled. Further details are disclosed in
Note 24.

All issued shares are fully paid.

The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at general meetings of
the Company.

Included within shares in issue at 31 December 2010 are 6,322,329 ordinary
shares (2009: 7,418,874) held by the EBT and 2,505,430 (2009: 2,505,430) held
in treasury.

24 Reconciliation of movement in capital and reserves

                               EBT                       Reverse          
                    Share   shares Treasury    Other acquisition Retained    Total
                  capital  reserve   shares reserves     reserve earnings   equity
Group                £000     £000     £000     £000        £000     £000     £000         
                                                                                  
At 1 January 2009   1,201 (17,149) (11,917)       93         138   12,125 (15,509)
                                                                                  
Profit for the          -        -        -        -           -   30,027   30,027
year                                                                              
                                                                                  
Equity settled          -        -        -        -           -    1,896    1,896
share-based                                                                       
incentives charge                                                                 
                                                                                  
Tax in respect of       -        -        -        -           -      174      174
share-based                                                                       
incentives                                                                        
recognised                                                                        
directly in                                                                       
equity                                                                            
                                                                                  
Dividends to            -        -        -        -           - (10,894) (10,894)
shareholders                                                                      
                                                                                  
Exercise of share       -    3,365        -        -           -    2,043    5,408
options                                                                           
                                                                                  
Purchase of own         -  (2,401)        -        -           -        -  (2,401)
shares                                                                            
                                                                                  
Cancellation of      (12)        -        -       12           -  (5,452)  (5,452)
own shares                                                                        
                                                                                  
Share related           -        -        -        -           -     (56)     (56)
expenses                                                                          
                                                                                  
At 31 December 2009  1,189 (16,185) (11,917)     105         138   29,863    3,193

At 1 January 2010    1,189 (16,185) (11,917)     105         138   29,863    3,193
                                                                               
Profit for the           -        -        -       -           -   58,002   58,002
year                                                                           
                                                                               
Equity settled           -        -        -       -           -    1,846    1,846
share-based                                                                    
incentives charge                                                              
                                                                               
Tax in respect of        -        -        -       -           -    3,451    3,451
share-based                                                                    
incentives                                                                     
recognised                                                                     
directly in equity                                                             
                                                                               
Dividends to             -        -        -       -           - (12,957) (12,957)
shareholders                                                                   
                                                                               
Exercise of share        -    2,248        -       -           -    1,645    3,893
options                                                                        
                                                                               
Cancellation of       (42)        -        -      42           - (29,358) (29,358)
own shares                                                                     
                                                                               
Share related            -        -        -       -           -    (206)    (206)
expenses                                                                       
                                                                               
At 31 December 2010  1,147 (13,937) (11,917)     147         138   52,286   27,864                    

Share buy back

In June 2007, the Company commenced a share buy back programme to purchase its
own ordinary shares. The total number of shares bought back in 2010 was
4,161,977 (2009: 1,127,462) representing 3.7% (2009: 1.0%) of the issued share
capital (excluding shares held in treasury). All of the shares bought back in
both years were cancelled. The shares were acquired on the open market at a
total consideration (excluding costs) of £29,358,000 (2009: £5,452,000). The
maximum and minimum prices paid were £7.73 (2009: £5.00) and £6.09 
(2009: £4.71) per share respectively.

EBT shares reserve

This reserve represents the carrying value of own shares held by the EBT.
During the year the EBT purchased no shares. 1,096,545 (2009: 1,641,791)
options were exercised by Group employees in the year at an average price of 
£3.55 (2009: £3.29) per ordinary share, which were satisfied by shares held in
the EBT. At 31 December 2010 the EBT held 6,322,329 (2009: 7,418,874) ordinary 
shares in the Company of £0.01 each, representing 5.6% (2009: 6.4%) of the 
ordinary shares in issue (excluding shares held in treasury). The market value 
of the shares held in the EBT at 31 December 2010 was £49,251,000 
(2009: £37,428,000).

Other reserves

The movement on other reserves of £42,000 (2009: £12,000) comprises the nominal
value of ordinary shares cancelled during the year.

Retained earnings
The gain on the exercise of share options is the difference between the value
that the shares held by the EBT were originally acquired at and the price at
which share options were exercised during the year.


Company                                               Reverse              
                          Share Treasury    Other acquisition  Retained    Total
                        capital   shares Reserves     reserve  earnings   equity      
                           £000     £000     £000        £000      £000     £000
                                                                            
                                                                                
At 1 January 2009         1,201 (11,917)      751     103,520   384,413  477,968
                                                                                
Loss for the year             -        -        -           -   (4,315)  (4,315)
                                                                                
Dividends to                  -        -        -           -  (10,894) (10,894)
shareholders                                                                    
                                                                                
Equity settled                                                                  
share-based incentives        -        -        -           -     1,063    1,063
charge                                                                          
                                                                                
Tax in respect of             -        -        -           -     1,223    1,223
share-based incentives                                                          
recognised directly in                                                          
equity                                                                          
                                                                                
Capital contribution          -        -      833           -         -      833
                                                                                
Cancellation of own        (12)        -       12           -   (5,452)  (5,452)
shares                                                                          
                                                                                
Share related expenses        -        -        -           -      (38)     (38)
                                                                                
At 31 December 2009       1,189 (11,917)    1,596     103,520   366,000  460,388

At 1 January 2010         1,189 (11,917)    1,596     103,520   366,000  460,388
                                                                               
Profit for the year           -        -        -           -    96,093   96,093
                                                                               
Dividends to                  -        -        -           -  (12,957)  (12,957)
shareholders                                                                   
                                                                               
Equity settled                                                                 
share-based incentives        -        -        -           -     1,043     1,043
charge                                                                         
                                                                               
Tax in respect of             -        -        -           -     2,988     2,988          
share-based incentives                                                         
recognised directly in                                               
equity                                                                         
                                                                               
Capital contribution          -         -      803          -        -       803
                                                                               
Cancellation of own        (42)         -       42          -  (29,358)  (29,358)
shares                                                                         
                                                                               
Share related expenses        -         -        -          -     (206)     (206)
                                                                               
At 31 December 2010       1,147  (11,917)    2,441    103,520   423,603   518,794


Reverse acquisition reserve
This reserve resulted from the acquisition of Rightmove Group Limited by the
Company and represents the difference between the value of the shares acquired
at 28 January 2008 and the nominal value of the shares issued.

Other reserves
The principal movement in other reserves for the year comprises £803,000 (2009:
£833,000) in respect of the equity settled share-based incentives charge for
employees of Rightmove Group Limited. As the awards relate to shares in the
Company the IFRS 2 charge has been treated as a deemed capital contribution. In
addition a movement of £42,000 (2009: £12,000) has been recorded in relation to
the nominal value of ordinary shares cancelled during the year.

25 Share-based payments

The Group and Company operate share-based incentive schemes for certain senior
management comprising the Rightmove Unapproved Executive Share Option Plan
(Unapproved Plan), the Rightmove Approved Executive Share Option Plan (Approved
Plan) and the Rightmove Deferred Share Bonus Plan (DSB Plan). The Group also
operates a Savings Related Share Option Scheme (Sharesave Plan).

The fair value of services received in return for share-based incentives is
measured by reference to the fair value of share-based incentives granted. The
estimate of the fair value of the services received is measured using either
the Monte Carlo or Black Scholes pricing model as is most appropriate for each
scheme.

All share-based incentive schemes are granted under a service condition. Such
conditions are not taken into account in the fair value of the service
received. The unapproved executive share option awards granted on 5 March 2010
at an exercise price of £6.66 are subject to an equal measure of TSR
performance and growth in EPS. The vesting of 50% of the 2010 award will be
dependent on a relative TSR performance condition measured over a three-year
performance period and the vesting of the other 50% of the 2010 award will be
dependent on the satisfaction of an EPS growth target over a three-year
performance period. The unapproved executive share option awards made on 5
March 2009 are subject to a relative TSR performance over a three-year
performance period, relative to the constituents of the FTSE 250. There are no
market conditions associated with any other share-based incentives granted.

The IFRS 2 charge for the year relating to employee share-based incentive plans
was £1,846,000 (2009: £1,896,000).

The Company charge for the year was £1,043,000 (2009: £1,063,000).

Approved and Unapproved Plans
The assumptions used in the measurement of the fair values at grant date of the
Approved and Unapproved Plans are as follows:

                  Share                                                        
                  price                                            Employee    Fair
                     at                              Risk          turnover   value
                  grant Exercise   Expected  Option  free Dividend   before     per
Grant date         date    price volatility    life  rate    yield  vesting  option
                (pence)  (pence)        (%) (years)   (%)      (%)      (%) (pence)
                                                                                   
                                                                                
                                                                                   
14 March 2006    413.50   410.00       27.0     7.0   4.5      4.0     16.0   92.00
(Approved)                                                                         
                                                                                   
15 March 2006    413.75   335.00       27.0     7.0   4.5      4.0      0.0  116.00
(Unapproved)                                                                       
                                                                                   
15 March 2006    413.75   335.00       27.0     6.0   4.5      3.0     16.0  130.00
(Unapproved)                                                                       
                                                                                   
12 October 2006  348.00   347.00       27.0     7.0   4.5      4.0     16.0   76.00
(Unapproved)                                                                       
                                                                                   
6 September      613.00   597.00       32.0     7.0   5.8      2.0     17.0  228.00
2007 (Approved)                                                                    
                                                                                   
6 September      613.00   597.00       32.0     7.0   5.8      2.0     17.0  181.00
2007                                                                               
(Unapproved)                                                                       
                                                                                   
10 October 2007  525.00   522.00       32.0     6.8   5.8      2.0     17.0  189.00
(Unapproved EPS                                                                    
dependent)(1)                                                                      
                                                                                   
5 March 2009     226.75   224.00       50.3     6.5   2.6      4.4     12.0   69.00
(Unapproved TSR                                                                    
dependent)(1)                                                                      
                                                                                   
5 March 2010     677.00   666.00       49.0     6.5   3.2      1.5     12.0  267.00
(Unapproved TSR                                                                    
dependent)(1)                                                                      
                                                                                   
5 March 2010     677.00   666.00       49.0     6.5   3.2      1.5     12.0  312.00
(Unapproved EPS                                                                    
dependent)(1)                                                                      


(1) For details of TSR and EPS performance conditions refer to Part II of the
Remuneration Report on pages 41 to 45.


Expected volatility is estimated by considering historic average share price
volatility at the grant date.

                                    2010                       2009            
                                                                               
Group and Company                                                      
                                           Weighted                    Weighted
                                            average                     average
                               Number      exercise        Number      exercise
                                              price                       price
                                            (pence)                     (pence)
                                                                               
Outstanding at 1 January    6,878,310        330.16     7,305,292        348.66
                                                                               
Granted                       440,019        666.00     1,103,948        224.00
                                                                               
Forfeited                   (145,030)        403.39      (33,146)        596.99
                                                                               
Exercised                 (1,077,870)        354.63   (1,497,784)        336.24
                                                                               
Outstanding at 31           6,095,430        348.33     6,878,310        330.16
December                                                                       
                                                                               
Exercisable at 31           2,925,602        335.56     2,199,400        336.01
December                                                                       


The weighted average market value per ordinary share for executive options
exercised in 2010 was £6.98 (2009: £5.44).

The options outstanding at 31 December 2010 have an exercise price in the range
of £2.24 to £6.66 (2009: £2.24 to £5.97) and a weighted average contractual
life of 6.1 years (2009: 6.8 years).

The IFRS 2 charge for approved and unapproved options for the year ended 
31 December 2010 is £1,318,000 (2009: £1,570,000).

The Company charge for the year was £781,000 (2009: £958,000).

NI is accrued, where applicable, at a rate of 13.8%, which management expects
to be the prevailing rate when the share options are exercised, on the
difference between the share price at the reporting date and the average
exercise price of share options. The charge for the year ended 31 December 2010
is £2,526,000 (2009: £1,268,000).

Sharesave Plan
The Group operates an Her Majesty's Revenue and Customs approved Sharesave Plan
under which employees are granted an option to purchase ordinary shares in the
Company at up to 20% less than the market price at invitation, in three years'
time, dependent on their entering into a contract to make monthly contributions
into a savings account over the relevant period. These funds are used to fund
the option exercise. No performance criteria are applied to the exercise of
Sharesave options. The assumptions used in the measurement of the fair value at
grant date of the Sharesave option scheme are as follows:

                                                                         
                                                                      Employee        
                 Share                                                turnover        
                 price                                                  before    Fair
                    at                               Risk             vesting/   value
                 grant Exercise   Expected  Option   free Dividend non-vesting     per
                  date    price volatility    life   rate    yield  conditions  option
Grant          (pence)  (pence)        (%) (years)    (%)      (%)         (%) (pence)
date                                                                             
                                                                                 
2 October 2006  345.75   259.00       27.0    3.25    4.5      3.0        16.0  108.00
                                                                                
3 October 2007  525.00   490.00       32.0    3.25    5.8      1.5        84.0  156.00
                                                                                 
2 October 2008  253.75   255.00       32.0    3.25    3.0      1.5        25.0   59.00
                                                                                 
1 October 2009  545.00   425.00       50.3    3.25    3.5      4.4        25.0  199.00
                                                                                 
5 October 2010  745.50   553.00       49.0    3.25    2.3      1.6        25.0  318.00


Expected volatility is estimated by considering historic average share price
volatility at the grant date.

The requirement that an employee has to save in order to purchase shares under
the Sharesave option scheme is a non-vesting condition. This feature has been
incorporated into the fair value at grant date by applying a discount to the
valuation obtained from the Black Scholes pricing model. The discount has been
determined by estimating the probability that the employee will stop saving
based on expected future trends in the share price and employee behaviour.

                                   2010                        2009            
                                                                               
Group and Company                          Weighted                    Weighted
                                            average                     average
                                           exercise                    exercise
                              Number          price        Number         price
                                            (pence)                     (pence)
                                                                               
Outstanding at               178,435         364.63       274,993        267.41
1 January                                                                        
                                                                               
Granted                       44,534         553.00       106,527        425.00
                                                                               
Forfeited                   (27,771)         370.39      (59,078)        278.44
                                                                               
Exercised                   (18,675)         377.19     (144,007)        259.00
                                                                               
Outstanding at               176,523         409.92       178,435        364.63
31 December                                                                       
                                                                               
Exercisable at                     -              -         7,661        259.00
31 December                                                                       


The weighted average market value per ordinary share for Sharesave options
exercised in 2010 was £7.01 (2009: £5.21).

The Sharesave options outstanding at 31 December 2010 have an exercise price in
the range of £2.55 to £5.53 (2009: £2.55 to £4.25) and a weighted average
contractual life of 2.0 years (2009: 2.5 years).

The IFRS 2 charge for Sharesave options for the year ended 31 December 2010 is
£88,000 (2009: £139,000).

The Company charge for the year was £2,000 (2009: £3,000).

DSB Plan
In March 2009 a DSB Plan was established which allows certain senior management
the opportunity to earn a bonus linked as a percentage of base salary settled
in deferred shares. The award of shares under the plan is contingent on the
satisfaction of pre-set internal targets relating to underlying drivers of 
long-term revenue growth (the Performance period). The right to the shares is 
deferred for two years from the date of the award (the Vesting period) and 
potentially forfeitable during that period should the employee leave employment. 
The deferred share awards have been valued using the Black Scholes model and the
resulting IFRS 2 charge has been spread evenly over the combined Performance
period and Vesting period of the shares, being three years.

The IFRS 2 charge for the year ended 31 December 2010 is £440,000 
(2009: £187,000).

The Company charge for the year was £260,000 (2009: £102,000).

NI is being accrued, where applicable, at a rate of 13.8%, which management
expects to be the prevailing rate when the deferred shares are released to the
employees, based on the share price at the reporting date. The charge for the
year ended 31 December 2010 is £125,000 (2009: £42,000).

The assumptions used in the measurement of the fair value of the deferred share
awards are calculated at the date on which the potential bonus is communicated to 
senior management (the Grant date) as follows:

                                                                                    
                            Share                                                     
                            price                                             Employee    Fair
                               at                               Risk          turnover   value
                            Grant Exercise   Expected Expected  free Dividend   before     per
Grant          Award         date    price volatility     term  rate    yield  vesting   share
date            date      (pence)  (pence)        (%)  (years)   (%)      (%)      (%) (pence)
                                                                                    
                                                                                      
5 March 2009 5 March 2010  226.75      nil        n/a      3.0   2.6      4.4     12.0  199.00
                                                                                    
5 March 2010       -       677.00      nil        n/a      3.0   3.2      1.5     12.0  648.00

Following the achievement of the 2009 internal performance targets, 215,958
deferred shares were awarded to senior management on 5 March 2010 (the Award
date) with the right to the release of the shares deferred until March 2012.

26 Operating lease commitments

Non-cancellable operating lease rentals are payable as follows:

                      31 December 2010                 31 December 2009        
                                                                               
Group           Plant &                           Plant &                      
              machinery       Other      Total  machinery      Other      Total
                    £000       £000       £000       £000       £000       £000
                                                                          
                                                                               
Less than one        168        781        949        260        967      1,227
year                                                                           
                                                                               
Between one                                                                    
and five             185      2,964      3,149         69      3,804      3,873
years                                                                          
                                                                               
More than                                                                      
five years             -        855        855          -      1,713      1,713
                                                                               
                     353      4,600      4,953        329      6,484      6,813


Included in operating lease commitments is £nil (2009: £1,100,000) relating to
the discontinued Holiday Lettings segment.

The Company has no operating lease commitments in either year.

27 Capital commitments

As at 31 December 2010 the Group had committed to incur capital expenditure of
£nil (2009: £nil).

The Company has no capital commitments in either year.

28 Related party disclosures

Inter-group transactions with subsidiaries

During the year the Company was charged interest of £909,000 (2009: £611,000)
by Rightmove Group Limited in respect of balances owing under the inter-group
loan agreement dated 30 January 2008.

On 21 December 2010 Rightmove Group Limited declared an interim dividend of
77.2p per ordinary share to the Company. The dividend of £99,897,000 was
settled via a reduction in the inter-group loan balance.

As at 31 December 2010 the balance owing under this agreement was £22,605,000
(2009: £61,600,000) including capitalised interest.

Directors' transactions

There were no transactions with directors in either year other than those
disclosed in the Remuneration Report. Information on the emoluments of the
directors, who served during the year, together with information regarding the
beneficial interest of the directors in the ordinary shares of the Company is
included in the Remuneration Report on page 44.

Stephen Shipperley, a non-executive director during the year, is also Group
Executive Chairman of Connells Limited, a significant estate agency customer of
the Group. During 2009 Connells Limited renewed their membership for a further
three years on an arms length basis. The Group's transactions and balances with
this customer for both years were as follows:

                                                  Year ended         Year ended
Group                                       31 December 2010   31 December 2009
                                                        £000               £000
                                                                               
Amounts owed by:                                                               
                                                                               
Sequence (UK) Limited (Connells)                          70                 80
                                                                               
Connells Residential                                      46                 51
                                                                               
                                                         116                131
                                                                               
                                                                               
Amounts invoiced to:                                                           
                                                                               
Sequence (UK) Limited (Connells)                         678                598
                                                                               
Connells Residential                                     413                327
                                                                               
                                                       1,091                925


Included within trade and other receivables is £116,000 due from related
parties (2009: £131,000). Trade and other payables include £nil due to related
parties (2009: £nil).

Transactions with key management staff
There were no transactions in either year with key management staff.

29 Financial instruments

Credit risk

The carrying amount of financial assets represents the maximum credit exposure.
The maximum exposure to credit risk at the reporting date was:

                                   Group                            Company             
                                                                                        
                     31 December 2010 31 December 2009 31 December 2010 31 December 2009
                Note             £000             £000             £000             £000
                                                                                        
Net trade         17           10,073            8,189                -                -
receivables                                                                             
                                                                                        
Amounts owed                                                                           -
by related        17              116              131                -                 
parties                                                                                 
                                                                                        
Amounts held                                                                            
in Escrow      11,17            1,000                -                -                -
                                                                                        
Accrued           17                                                                    
interest                           62                -                -                -
receivable                                                                              
                                                                                        
Other debtors     17               37              132                -                -
                                                                                        
Cash and cash                                                                      5,424
equivalents       18           23,148           25,893                -                 
                                                                                        
                               34,436           34,345                -            5,424


The maximum exposure to credit risk for trade receivables (including related
parties) at the reporting date by geographic region was:

                                                31 December 2010 31 December 2009
Group          Note                                         £000             £000
                                                                                 
UK                                                        10,152            8,305
                                                                                 
Rest of the                                                   37               15
world                                                                            
                                                                                 
                 17                                       10,189            8,320


The maximum exposure to credit risk for trade receivables (including related
parties) at the reporting date by type of customer was:

                                                31 December 2010 31 December 2009
Group          Note                                         £000             £000
                                                                                 
Property                                                  10,114            8,123
advertisers                                                                      
                                                                                 
Other                                                         75              197
                                                                                 
                 17                                       10,189            8,320


The Group's most significant customer, an Estate Agent, accounts for £600,000
(2009: £306,000) of the trade receivables carrying amount.

Impairment losses
The ageing of trade receivables (including related parties) at the reporting
date was:

                           31 December 2010              31 December 2009      
                                                                               
                              Gross     Impairment         Gross     Impairment
                                                                               
Group                          £000           £000          £000           £000
                                                                               
Not past due                  7,088            (6)         5,610            (4)
                                                                               
Past due 0 - 30 days          1,892          (162)         1,737           (25)
                                                                               
Past due 30 - 60              1,355          (160)           951           (11)
days                                                                           
                                                                               
Past due 60 - 90                180           (22)           142          (104)
days                                                                           
                                                                               
Past due older                   45           (21)            96           (72)
                                                                               
                             10,560          (371)         8,536          (216)


The movement in the allowance for impairment in respect of trade receivables
during the year was as follows:

                                                  31 December 2010 31 December 2009
Group                                                         £000                 
                                                                               £000
                                                                                   
At 1 January                                                   216              383
                                                                                   
Charged during the                                             567              191
year                                                                               
                                                                                   
Utilised during the                                          (412)            (358)
year                                                                               
                                                                                   
At 31 December                                                 371              216


The Group has identified specific balances for which it has provided an
impairment allowance on a line by line basis across all ledgers, in both years.
No general impairment allowance has been provided in either year.

The allowance accounts in respect of trade receivables are used to record
impairment losses unless the Group is satisfied that no recovery of the amount
owing is possible; at that point the amounts considered irrecoverable are
written off against the financial asset directly.

Liquidity risk

The following are the contractual maturities of financial liabilities,
including estimated interest payments:

31 December 2010                                                                
                                                                                
Group              Carrying Contractual  6 months       6-12                         
                     amount  cash flows   or less     months 1-2 years 2-5 years
                       £000        £000      £000       £000      £000      £000

Non-derivative                                                                  
financial                                                                       
liabilities                                                                     
                                                                                
Trade payables        1,033     (1,033)   (1,033)          -         -         -

31 December 2009                                                               
                                                                               
Group              Carrying Contractual  6 months      6-12 
                     amount  cash flows   or less    months 1-2 years 2-5 years
                       £000        £000      £000      £000      £000      £000

Non-derivative                                                                 
financial                                                                      
liabilities                                                                    
                                                                               
Unsecured bank       22,500    (22,500)   (2,500)   (2,500)   (5,000)  (12,500)
borrowings                                                                     
                                                                               
Trade payables          777       (777)     (777)         -         -         -
                                                                               
                     23,277    (23,277)   (3,277)   (2,500)   (5,000)  (12,500)
                                                                               
Derivative                                                                     
financial                                                                      
liabilities                                                                    
                                                                               
Forward exchange        (2)       (216)     (216)         -         -         -
contracts                                                                      
                                                                               
                     23,275    (23,493)   (3,493)   (2,500)   (5,000)  (12,500)


Forward exchange contracts in 2009 related to the discontinued Holiday Lettings
segment.

31 December 2010                                                                
                                                                                
Company            Carrying Contractual  6 months                               
                     amount  cash flows   or less       6-12 1-2 years 2-5 years
                       £000        £000      £000      £000       £000      £000
                                                         
Non-derivative                                                                  
financial                                                                       
liabilities                                                                     
                                                                                
Unsecured bank            -           -         -          -         -         -
borrowings                                                                      

31 December 2009                                                                
                                                                                
Company            Carrying Contractual  6 months      6-12 
                     amount  cash flows   or less    months 1-2 years  1-2 years
                       £000        £000      £000      £000      £000       £000

Non-derivative                                                                  
financial                                                                       
liabilities                                                                     
                                                                                
Unsecured bank       22,500    (22,500)   (2,500)   (2,500)   (5,000)   (12,500)
borrowings                                                                      


The contractual cash flows in respect of unsecured bank borrowings relate only
to the principal amount and do not include interest as the loan was repaid in
full on 10 February 2010 (refer Note 20).

It is not expected that the cash flows included in the maturity analysis could
occur earlier or at significantly different amounts.

Currency risk
During 2010 all the Group's sales and more than 99.0% of the Group's purchases
were Sterling denominated and accordingly it has no currency risk.

Interest rate risk
The Group and the Company have exposure to interest rate risk on their cash
balances and amounts held in Escrow. As at 31 December 2010 the Group had total 
cash of £23,148,000 (2009: £25,893,000)and £1,000,000 (2009: £nil) held in Escrow.

In 2009 the Group and the Company had exposure to interest rate risk on the
loan facility of £22,500,000 which bore interest at LIBOR plus 1.5%. A change
of 1.0% in interest rates would have increased or decreased equity by £265,000.

Fair values
The fair values of all financial instruments in both years are set out in the
tables below:

                                                        31 December 2009       
                          31 December 2010                                     
                                                                               
Group                     Carrying                      Carrying     
                            amount     Fair value         amount     Fair value
                              £000           £000           £000           £000
                                                                               
Trade and other             12,865         12,865          9,421          9,421
receivables                                                                    
                                                                               
Cash and cash               23,148         23,148         25,893         25,893
equivalents                                                                    
                                                                               
Trade and other           (15,989)       (15,989)       (13,861)       (13,861)
payables                                                                       
                                                                               
Loans and                        -              -       (22,500)       (22,500)
borrowings                                                                     
                                                                               
                            20,024         20,024        (1,047)        (1,047)

                           31 December 2010              31 December 2009      
                                                                               
Company                    Carrying                      Carrying    
                             amount     Fair value         amount    Fair value
                               £000           £000           £000          £000
                                                                               
Cash and cash                     -              -          5,424         5,424
equivalents                                                                    
                                                                               
Trade and other            (25,652)       (25,652)       (62,933)      (62,933)
payables                                                                       
                                                                               
Loans and borrowings              -              -       (22,500)      (22,500)
                                                                               
                           (25,652)       (25,652)       (80,009)      (80,009)


30 Contingent liabilities

The Group and the Company had no contingent liabilities in either year.

31 Subsequent events

There have been no subsequent events having a material impact on the financial
statements between 31 December 2010 and the reporting date.

ADVISERS AND SHAREHOLDER INFORMATION

Contacts
Managing Director: Ed Williams 
Chief Operating Officer and Finance Director: Nick McKittrick
Company Secretary: Liz Taylor

Website: www.rightmove.co.uk

Registered office: 
Rightmove plc                            
4th Floor
33 Soho Square
London W1D 3QU
Registered in England no. 6426485

Financial calendar 2011
2010 full year results 25 February 2011
Annual General Meeting 4 May 2011
Final dividend record  13 May 2011
date
Final dividend payment 10 June 2011
Interim Management     May, November 2011                     
Statement
Half year results 3 August 2011
Interim dividend November 2011

Corporate advisers

Financial adviser
UBS Investment Bank

Joint brokers
UBS Ltd
Numis Securities Ltd

Auditor
KPMG Audit Plc

Bankers
Barclays Bank PLC
HSBC Bank Plc

Solicitors
Slaughter and May
Pinsent Masons

Registrar
Capita registrars
Shareholder enquiries
The Company's registrar is Capita Registrars. They will be pleased to deal with
any questions regarding your shareholding or dividends. Please notify them of
your change of address or other personal information. Their address details
are:
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU

Capita Registrars is a trading name of Capita Registrars Limited.

Capita shareholder helpline: 0871 664 0300 (calls cost 10p per minute plus
network extras) (Overseas: +44 20 8639 3399)
Email: ssd@capitaregistrars.com
Share portal: www.capitashareportal.com

Through the website of our registrar, Capita Registrars, shareholders are able
to manage their shareholding online and facilities include electronic
communications, account enquiries, amendment of address and dividend mandate
instructions.